TIDMVNI
RNS Number : 8751Y
Vietnam Infrastructure Limited
08 March 2017
Vietnam Infrastructure Limited
Audited financial results for the six months ended 31 December
2016
Vietnam Infrastructure Limited ("VNI" or "the Company") today
announces its interim results for the six months ended 31 December
2016 ('the period').
Financial highlights:
-- Net Asset Value ("NAV"):
-- Private Equity Shares: USD79.6 million
-- NAV per share:
-- Private Equity Shares: USD0.23
Operational highlights:
-- During the interim period, the Company announced two
significant asset sales: 1) In August 2016, the Company reached
agreement to sell the BTS portion of the Southeast Asia
Telecommunications Holdings Pte. Ltd. (SEATH) portfolio to OCK
Vietnam Towers Ltd for USD50 million. This transaction closed in
December 2016, and the Company fully received the proceeds in
January 2017; 2) In early November 2016, the Company received an
out-of-court cash settlement of USD2.37 million related to the sale
of the Long An SEA asset.
-- These sales leave the Company with one remaining asset to be
divested, the IBS portion of the SEATH portfolio. The Board is
evaluating options to dispose of this asset as soon as practicable,
and expects to complete the realisation of the Private Equity
Portfolio by 30 June 2017.
-- On 31 January 2017, the Company announced the distribution of
USD65.0 million which will be paid to PES shareholders on 14 March
2017 based on the record date 24 February 2017. This represented
USD0.1856 for each PES currently in issue.
The financial statements will be posted to shareholders and are
available on the Company's website at www.vinacapital.com/vni.
Notes to Editors:
About VinaCapital
Founded in 2003, VinaCapital is a leading investment and asset
management firm headquartered in Vietnam, with a diversified
portfolio of USD1.8 billion in assets under management.
VinaCapital's expertise spans a full range of asset classes
including capital markets, private equity, real estate, venture
capital, and fixed income.
The firm has three closed-ended funds that trade on the London
Stock Exchange: VinaCapital Vietnam Opportunity Fund Limited, which
trades on the Main Market, as well as VinaLand Limited and Vietnam
Infrastructure Limited, which trade on the AIM. VinaCapital also
manages the Forum One - VCG Partners Vietnam Fund, one of Vietnam's
largest open-ended UCITS-compliant funds.
Additionally, VinaCapital co-manages the DFJ VinaCapital L.P.
technology venture capital fund with Draper Fisher Jurvetson, and
holds a stake in VinaWealth, a locally incorporated fund management
company. For more information, please visit
www.vinacapital.com.
Enquiries:
Jonathan Luu
VinaCapital Investment Management Limited
Investor Relations
+84 8 3821 9930
Jonathan.luu@vinacapital.com
Joel Weiden
VinaCapital Investment Management Limited
Communications
+84 8 3821 9930
joel.weiden@vinacapital.com
Philip Secrett
Grant Thornton UK LLP, Nominated Adviser
+44 (0)20 7383 5100
philip.j.secrett@uk.gt.com
David Benda / Hugh Jonathan
Numis Securities Limited, Broker
+44 (0)20 7260 1000
funds@numis.com
Dear Shareholders,
The first six months of the current financial year have been
notable for the considerable progress the Management and the Board
of the Company have made with respect to the Company's ongoing
restructuring.
Asset Sales
During the interim period, the Company announced two significant
asset sales:
-- Southeast Asia Telecommunications Holdings Pte. Ltd. (SEATH):
In August 2016, the Company reached agreement to sell the BTS
portion of the portfolio to OCK Vietnam Towers Ltd for USD50
million. This transaction closed in December 2016, and the Company
fully received the proceeds in January 2017. An additional working
capital adjustment of approximately USD1.6 million is expected to
be received in May 2017.
-- Long An SEA: In early November 2016, the Company received an
out-of-court cash settlement of USD2.4 million and the asset was
transferred to the buyer.
Also in late November 2016, the Company received the second and
final payment related to the sale of Vina-CPK, which was previously
announced in June 2016.
These sales leave the Company with one remaining asset to be
divested, the IBS portion of the SEATH portfolio. The Board is
actively evaluating options to dispose of this asset as soon as
practicable.
Shareholder Distribution
On 31 January 2017, the Company announced an aggregate
distribution to Private Equity Shareholders of USD65.0 million,
representing USD0.1856 for each Private Equity Share in issue, in
either cash or, if eligible, in VVF shares. As announced on 1 March
2017, 81% or USD52.7 million of the distribution will be paid in
cash, and the remaining 19% or USD12.3 million will be applied by
the Company for VVF shares.
Fund Wind-Up
With these developments, the Company is well on its way to wind
up operations. Pursuant to AIM rules, since the Company has
disposed of substantially all of its assets, it now has until
January 2018 to wind up the fund in an orderly manner. The Board
will endeavour to realise the remaining asset well before that
deadline.
On or before 30 June 2017, the Company intends to hold an
Extraordinary General Meeting at which a proposal to wind-up the
fund will be considered. Subject to the sale of the remaining
asset, the Company anticipates making an additional distribution
before or in conjunction with the commencement of the voluntary
liquidation process.
Please continue to directly contact me or any of the Directors
if you have an issue or concern you wish to discuss. We appreciate
your continued support.
Rupert Carington
Chairman
Vietnam Infrastructure Limited
8 March 2017
CONDENSED CONSOLIDATED BALANCE SHEET
As at As at
31 December 30 June
2016 2016
(Unaudited) (Audited)
Note USD'000 USD'000
ASSETS
Non-current assets
Investment properties 13 - -
Property, plant and equipment 14 - -
---------- ------------
Total non-current assets - -
---------- ------------
Current assets
Prepayment for acquisition
of Long An Industrial
Service project 6 - 2,371
Trade and other receivables 8 24 4,455
Financial assets at fair
value through profit or
loss 9 - 38,245
Cash and cash equivalents 10 20,644 20,408
------------ ------------
20,668 65,479
Assets classified as held
for sale 11 70,909 70,252
------------ ------------
91,577 135,731
Total current assets ------------ ------------
Total assets 91,577 135,731
As at
-------------------------------------------
31 December 30 June
2016 2016
(Unaudited) (Audited)
Note/page USD'000 USD'000
EQUITY AND LIABILITIES
EQUITY
Equity attributable to shareholders of
the Company
Note -
Share capital 15 -
Foreign currency translation
reserve (7,146) (6,566)
Accumulated gains 7,146 6,566
---------- ----------
- -
---------- ----------
Non-controlling interests - -
---------- ------------
Total equity - -
LIABILITIES
Current liabilities
Note
Short-term borrowings 16 - 9,042
Note
Trade and other payables 18 2,554 1,868
Note
Payable to related parties 19 209 531
---------- ----------
2,763 11,441
Liabilities directly
associated with assets
classified as held for Note
sale 11(d) 2,822 2,727
---------- ----------
Total current liabilities
(excluding net assets
attributable to holders
of the Company and holders
of non-controlling interests) 5,585 14,168
Net assets attributable Page
to holders of the Company 9 79,637 115,480
Net assets attributable
to holders of non-controlling Page
interests in subsidiaries 9 6,355 6,083
---------- ----------
Total liabilities 91,577 135,731
---------- ----------
Total equity and liabilities 91,577 135,731
Net asset value per Listed
Portfolio Shares attributable
to holders of the Company Note
(USD per share) 25(b) - 0.357
Net asset value per Private
Equity Shares
attributable to holders
of the Company Note
(USD per share) 25(b) 0.227 0.220
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to shareholders of the Company
-----------------------------------------------------------------------------------------------
Share Additional Foreign Equity Other Accumulated Total Non-controlling
capital paid-in currency reserve reserves gains interests
capital Treasury translation Total
shares reserve equity
USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000
Balance at 1
July
2015 3,502 328,437 - (6,359) 3,764 306 (127,135) 202,515 10,763 213,278
Transfers to net
assets
attributable
to holders of
Private
Equity Shares (3,502) (226,013) - - (3,764) (306) 133,844 (99,741) - (99,741)
Transfers to net
assets
attributable
to holders of
Listed
Portfolio
Shares - (102,424) - - - - (350) (102,774) - (102,774)
Transfers to net
assets
attributable
to holders of
non-controlling
interests in
subsidiaries - - - - - - - - (10,763) (10,763)
Decrease in net
assets
attributable
to holders of
the
Company - - - (2,117) - - 2,117 - - -
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total
transactions
with
shareholders
of the Company,
recognised
directly
in equity (3,502) (328,437) - (2,117) (3,764) (306) 135,611 (202,515) (10,763) (213,278)
Balance at 31
December -------- ---------- ---------- ---------- -------- -------- ---------- ------------
2015 ------------ --------
(unaudited) - - - (8,476) - - 8,476 - - -
Balance at 1
July
2016 - - - (6,566) - - 6,566 - - -
Other
comprehensive
income arising
from
exchange
differences
on translation
of
foreign
operations - - - (580) - - 580 - - -
-------- ---------- ---------- -------- -------- -------- ---------- ------------ -------- ------------
Total
transactions
with
shareholders
of the Company,
recognised
directly
in equity - - - (580) - - 580 - - -
Balance at 31
December -------- ---------- ---------- ---------- -------- -------- ---------- ------------
2016 ------------ --------
(unaudited) - - - (7,146) - - 7,146 - - -
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
ATTRIBUTABLE TO HOLDERS OF REDEEMABLE SHARES
Listed Private
Portfolio Equity Sub Non-controlling
Note Shares Shares total interests Total
USD'000 USD'000 USD'000 USD'000 USD'000
Balance at 1 July - - - - -
2015
Transferred from
equity 102,774 99,741 202,515 10,763 213,278
Repurchase of
Listed Portfolio
Shares (48,095) - (48,095) - (48,095)
---------- ---------- ---------- ---------- ----------
Net decrease from
share transactions 54,679 99,741 154,420 10,763 165,183
Increase/(decrease)
in net assets
attributable to
holders of the
Company and holders
of non-controlling
interests (97) (5,019) (5,116) (3,342) (8,458)
---------- ---------- ---------- ---------- ----------
Net assets attributable
to holders of
the Company and
holders of non-controlling
interests as at
31 December 2015
(unaudited) 54,582 94,722 149,304 7,421 156,725
Balance at 1 July
2016 38,311 77,169 115,480 6,083 121,563
Repurchase of
Listed Portfolio
Shares 15 (40,842) - (40,842) - (40,842)
---------- ---------- ---------- ---------- ----------
Net decrease from
share transactions (40,842) - (40,842) - (40,842)
(Decrease)/increase
in net assets
attributable to
holders of the
Company and holders
of non-controlling
interests 15 2,531 2,468 4,999 272 5,271
---------- ---------- ---------- ---------- ----------
Net assets attributable
to holders of
the Company and
holders of non-controlling
interests as at
31 December 2016
(unaudited) 15 - 79,637 79,637 6,355 85,992
CONDENSED CONSOLIDATED INCOME STATEMENT
Six-month period ended
31 December
---------------------------------------------
Note 2016 2015
(Unaudited) (Unaudited)
USD'000 USD'000
Restated
(*)
Continuing operation
Revenue 20 - -
Cost of sales 20 - -
---------- ----------
Gross profit - -
---------- ----------
Dividend income - 7
Interest income 21 36 -
Administrative expenses 22 (1,453) (1,450)
Fair value (loss)/gain
of financial assets at
fair value through profit
or loss 23 2,576 1,700
Other income 12 3
Other expenses (30) -
---------- ----------
Operating (loss)/profit 1,141 260
---------- ----------
Finance income - 43
Finance costs (146) (184)
---------- ----------
Finance costs - net (146) (141)
---------- ----------
(Loss)/profit before tax 995 119
Income tax expense 24 - -
17,
Deferred income tax 24 - -
---------- ----------
(Loss)/profit from continuing
operation 995 119
Profit/(loss) from discontinued
operations (*) 11(a) 5,108 (6,323)
---------- ----------
Profit/(loss) for the
period 6,103 (6,204)
(Increase)/Decrease in
net assets attributable
to
Shareholders of the Company (5,139) 5,116
Non-controlling interests (272) 3,342
---------- ----------
Gain for the period 692 2,254
Earnings/(loss) per Listed
Portfolio Shares
(USD per share) 25(a) 0.024 (0.000)
Earnings/(loss) per Private
Equity Shares
(USD per share) 25(a) 0.009 (0.008)
(*) See Note 11 for details of the restatement resulting from
operations being reclassified as discontinued.
CONDENSED CONSOLIDATED Statement of COMPREHENSIVE INCOME
Six-month
period ended 31
December
--------------------------
Note 2016 2015
(Unaudited) (Unaudited)
USD'000 USD'000
Restated
(*)
Gain for the period 692 2,254
Other comprehensive loss
Items that may be reclassified
subsequently to profit or loss:
Exchange differences on
translation of foreign operations
from discontinued operations:
Other comprehensive loss
arising from exchange differences
on translation of foreign
operations (*) 11(a) (580) (2,117)
-------- --------
(580) (2,117)
-------- --------
Items that will not be reclassified
subsequently to profit or loss:
Others (**) (112) (137)
Other comprehensive loss
for the period, net of tax (692) (2,254)
-------- --------
Total comprehensive income
for the period - -
(*) See Note 11 for details of the restatement resulting from
operations being reclassified as discontinued.
(**) These represent reserves provided on after tax profits of
the Group's subsidiaries which are required by local
regulations.
CONDENSED CONSOLIDATED Statement oF CASH FLOWS
Six-month
period ended 31
December
--------------------------
Note 2016 2015
(Unaudited) (Unaudited)
USD'000 USD'000
Operating activities
(Loss)/profit from continuing
operation before tax 995 119
Profit/(loss) from discontinued
operation before tax 5,424 (6,007)
---------- ----------
Profit/(loss) before tax 6,419 (5,888)
Adjustments for:
Depreciation and amortisation 14 1,159 2,615
Fair value gain of financial
assets at fair value through
profit or loss (2,576) (1,795)
Fair value (gain)/loss of
investment properties 13 (2,385) 320
Revaluation (gain)/loss
on property, plant and equipment 14 (790) 5,558
Unrealised foreign exchange
losses 356 (308)
Interest expense 265 262
Interest income (36) (218)
Dividend income - (7)
---------- ----------
Profit before changes in
working capital 2,412 539
Change in prepayments - 165
Change in trade receivables
and other assets - 2,522
Change in assets classified
as held for sale (657) (3,501)
Change in inventories - 935
Change in trade payables
and other liabilities 2,149 (1,774)
Change in liabilities classified
as held for sale 94 -
Taxes paid (315) (288)
---------- ----------
Net cash inflow/(outflow)
from operating activities 3,554 (1,402)
---------- ----------
Investing activities
Interest received 36 218
Dividends received - 1,802
Purchases of short-term
investment (111) -
Proceeds from disposal of
short-term investments 517 1,416
Cash transferred to VVF - (35,036)
Purchases of investment
properties - (2,136)
Purchases of property, plant
and equipment (772) (361)
Proceeds from disposal of
a subsidiary 8 4,431 -
Proceeds from disposal of
a prepayment for acquisition
of investment property 6 2,371 -
Proceeds from disposals
of financial assets at fair
value through profit or
loss - 2,864
---------- ----------
Net cash outflow from investing
activities 6,472 (31,233)
---------- ----------
Six-month
period ended 31
December
--------------------------
Note 2016 2015
(Unaudited) (Unaudited)
USD'000 USD'000
Financing activities
Interest paid (265) (262)
Proceeds from borrowings - 249
Repayments of borrowings (9,042) (2,232)
---------- ----------
Net cash outflow from financing
activities (9,307) (2,245)
---------- ----------
Net increase/(decrease)
in cash and cash equivalents
for the period 719 (34,880)
Cash and cash equivalents
at beginning of the
period 24,788 46,106
Exchange differences on
cash and cash equivalents 303 (52)
---------- ----------
Cash and cash equivalents
at end of the period 25,810 11,174
Made up of:
Cash and equivalents per
the consolidated balance
sheet 10 20,644 11,174
Included in the assets of
the disposal groups 11 5,166 -
Major non-cash transactions
Six-month
period ended 31
December
--------------------------
Note 2016 2015
(Unaudited) (Unaudited)
USD'000 USD'000
Contribution of listed investments
into VVF - 67,388
Repurchase of LPSs in exchanging
for VVF units 40,842 48,095
1 GENERAL INFORMATION
Vietnam Infrastructure Limited ("the Company") is a limited
liability company incorporated in the Cayman Islands. The
registered office of the Company is PO Box 309GT, Ugland House,
South Church Street, George Town, Grand Cayman, Cayman Islands.
The original principal activity of the Group was to invest in a
diversified portfolio of entities owning infrastructure projects
and assets primarily in Vietnam. The Group could invest and hold
equity and debt instruments in unquoted companies that themselves
held, developed or operated infrastructure assets. The Group could
also invest in entities whose shares or other instruments were
listed on a stock exchange, or traded on over-the-counter ("OTC")
markets and in other funds that invested in infrastructure projects
or assets.
On 22 July 2015, following shareholder approval of a proposal to
restructure the Company, the listed and private equity components
of VNI's portfolio were separated into two distinct pools, the
Listed Portfolio and the Private Equity Portfolio. Each pool of
assets was represented by a separate share class, Listed Portfolio
Shares ("LPS") and Private Equity Shares ("PES"), which were listed
on the London Stock Exchange's Alternative Investment Market
("AIM") under the tickers VNIL and VNI, respectively. Both classes
of shares meet the definition for financial liabilities under
International Accounting Standard 32 ("IAS 32") (refer Note 2.2 of
the consolidated financial statements for the year ended 30 June
2016).
The Listed Portfolio assets and any surplus cash in the Company
were contributed to Forum One-VCG Partners Vietnam Fund ("VVF"), a
newly established sub-fund of Forum One, a Luxembourg open-ended
investment company or SICAV ("Forum One") for consideration of
10,242,351 Class A VVF shares at the subscription price of USD10
per Class A VVF share. VVF's investment strategy is to invest in
equities listed on the Ho Chi Minh Stock Exchange and the Hanoi
Stock Exchange; and other issuers that carry out a substantial part
of their economic activity in Vietnam and are listed, traded or
dealt on other stock exchanges. The VVF shares were distributed to
LPS shareholders between August 2015 and August 2016 in return for
redeeming their LPS shares. Following the final distribution of VVF
shares and receipt of all outstanding LPSs from shareholders the
AIM listing for VNIL was withdrawn and all outstanding LPS were
cancelled.
The Company has ceased making new private equity investments and
is seeking to fully realise the Private Equity Portfolio by 30 June
2017. Once this objective is met it will seek to be wound up within
six months. The proceeds from the sale of the private equity assets
and any surplus net cash-flows will, subject to each shareholders'
election, be distributed to the PES shareholders in cash, else to
them in the form of VVF units distributed in specie.
The condensed consolidated interim financial information for the
six-month period ended 31 December 2016 was approved for issue by
the Board of Directors on 08 March 2017.
2 BASIS OF PREPARATION
This condensed consolidated interim financial information for
the six-month period ended 31 December 2016 has been prepared in
accordance with International Accounting Standard 34, "Interim
Financial Reporting" as issued by the International Accounting
Standards Board ("IASB"). It does not include all of the
information required in the annual consolidated financial
statements which are prepared in accordance with International
Financial Reporting Standards ("IFRS"). Accordingly, this condensed
consolidated interim financial information is to be read in
conjunction with the annual consolidated financial statements of
the Group for the year ended 30 June 2016.
Going concern
The Company is progressively realising its Private Equity
Portfolio which it expects to complete by 30 June 2017. Following
the realisation of the portfolio and return of proceeds to PES
shareholders the Company will be wound up in accordance with the
Amended and Restated Memorandum of Association dated 15 December
2014. As a consequence, this condensed consolidated interim
financial information has been prepared using the liquidation
basis, as the going concern basis is no longer considered
appropriate. The Company continues to apply the same IFRS
accounting policies as has been used in prior years as management
do not believe there is a difference in the accounting measurement
basis that would be applied using a going concern basis of
accounting versus what would apply under a liquidation basis of
accounting.
3 ACCOUNTING POLICIES
The accounting policies adopted are consistent with those of the
previous financial year ended 30 June 2016, except additional
accounting policies as described below.
The AIM Rules for Companies require comparative figures for the
balance sheet for the corresponding period end in the preceding
financial year which differs to IAS 34 which requires comparative
figures for the balance sheet for the immediately preceding
financial year end. The Group continues to elect to report in
accordance with IAS 34 and as such has agreed with the London Stock
Exchange a derogation from the above requirement of the AIM Rules
for Companies in order to comply with IAS 34.
New standards and interpretation effective from 1 July 2016
adopted by the Group
There are no standards, interpretations and amendments to
existing standards that are effective for the financial period
beginning 1 July 2016 that have had a material impact on the
Group.
4 SEGMENT INFORMATION
In identifying its operating segments, management generally
follows the Group's sectors of investments which are based on
internal management reporting information for the Investment
Manager's management, monitoring of investments, and decision
making. The operating segments by investment portfolio include
energy, property and infrastructure development,
telecommunications, transportation and logistics, general
infrastructure, other capital markets and cash.
Each of the operating segments are managed and monitored
individually by the Investment Manager as each requires different
resources and approaches. The Investment Manager assesses, as
reported to the Board, segment profit or loss using a measure which
is consistent with that in profit or loss. There have been no
changes from prior periods in the measurement methods used to
determine reported segment profit or loss.
Segment information can be analysed as follows:
Assets
Property Other
and infrastructure capital
development Telecomm-unications markets Cash Total
USD'000 USD'000 USD'000 USD'000 USD'000
As at 31 December
2016
Trade and other
receivables 24 - - - 24
Cash and cash
equivalents - - - 20,644 20,644
Assets classified
as held for sale - 70,909 - - 70,909
---------- ---------- ---------- ------------ --------------
Total assets 24 70,909 - 20,644 91,577
Total assets include:
Additions to non-current
assets - 1,266 - - 1,266
As at 30 June
2016
Prepayment for
acquisition of
Long An Industrial
Service project 2,371 - - - 2,371
Trade and other
receivables 4,455 - - - 4,455
Financial assets
at fair value
through profit
or loss - - 38,245 - 38,245
Cash and cash
equivalents - - - 20,408 20,408
Assets classified
as held for sale - 70,252 - - 70,252
------------ ------------ ------------ ---------- --------------
Total assets 6,826 70,252 38,245 20,408 135,731
Total assets include:
Additions to non-current
assets - 3,509 - - 3,509
Revenue and segment profit and loss
Other capital
markets Cash Total
USD'000 USD'000 USD'000
Six-month period ended
31 December 2016
Interest income 36 - 36
Fair value loss of financial
assets at fair value
through profit or loss 2,576 - 2,576
-------- -------- ----------
Total 2,612 - 2,612
(1,617)
Unallocated expenses ----------
Loss before tax 995
Six-month period ended
31 December 2015
Dividend income 7 - 7
Fair value gain of financial
assets at fair value
through profit or loss 1,700 - 1,700
-------- -------- ----------
Total 1,707 - 1,707
(1,588)
Unallocated expenses ----------
Gain before tax 119
5 SUBSIDIARIES
The operating subsidiaries of the Group are incorporated in
Vietnam, which are held through special purpose vehicles outside of
Vietnam, details are as follows:
Equity interest
held
by the Group
(%) as at
----------------------
Name of entity 31 December 30 June Principal
2016 2016 activity
Southeast Asia Telecommunication
Holdings ("SEATH") Base
Transceiver Station ("BTS")
tower network (*)
VNC-55 Infrastructure
Investment Joint Stock
Company 100.0 100.0 Telecommunications
Mobile Information Service
Joint Stock Company 100.0 100.0 Telecommunications
Zone II Mobile Information
Service Joint Stock Company 99.9 99.9 Telecommunications
Global Infrastructure
Investment Joint Stock
Company 100.0 100.0 Telecommunications
Truong Loc Telecom Trading
and Service Joint Stock
Company 98.0 98.0 Telecommunications
Tan Phat Telecom Joint
Stock Company 99.9 99.9 Telecommunications
T&A Company Limited 100.0 100.0 Telecommunications
Vietnam Infrastructure
Holding Ltd. ("VIHL")
In-Building Cellular
Enhancement Systems ("IBS")
(**)
Vietnam Data and Aerial
System Company Limited
("VinaDAS") 100.0 100.0 Telecommunications
Southern Star Telecommunication
Equipment Joint Stock
Company ("SST") 70.0 70.0 Telecommunications
Vien Tin Joint Stock
Company ("Vien Tin") 75.0 75.0 Telecommunications
(*) Agreement to sell equity interest in SEATH
On 4 August 2016 the Company signed a share sale and purchase
agreement to transfer 100% of its holding of SEATH to OCK Vietnam
Towers Pte. Ltd. The transaction resulted in a net cash proceeds of
USD51.6 million to the Company. Sale proceeds of USD50.0 million
were received on 17 January 2017 and the remaining balance of
approximately USD1.6 million is expected to be received in May
2017.
(**) In December 2016, as a pre-condition of the share sale and
purchase agreement with OCK Vietnam Towers Pte. Ltd., VinaDAS, SST
and Vien Tin were transferred from SEATH to VIHL. All of the
restructuring transactions were recorded at book value and no gains
or losses were recognised as a result of this restructuring.
6 PREPAYMENT FOR ACQUISITION OF LONG AN INDUSTRIAL SERVICE PROJECT
31 December 30 June
2016 2016
USD'000 USD'000
Opening balance 2,371 2,188
Gain on remeasurement
of prepayment for acquisition
of Long An Industrial
Service project - 183
Receipt of final settlement
(*) (2,371) -
---------- --------
Closing balance - 2,371
(*) On 2 November 2016 VND53.3 billion, equivalent to USD2.4
million, was received as a final settlement of this outstanding
balance.
7 FINANCIAL INSTRUMENTS BY CATEGORY
Financial
assets
Loans at fair
and receivables value Total
through
profit
or loss
USD'000 USD'000 USD'000
Financial assets
As at 31 December 2016
Trade and other receivables
(Note 8) 24 - 24
Cash and cash equivalents
(Note 10) 20,644 - 20,644
Assets classified as
held for sale (Note 11(d)),
include:
* Trade and other receivables 4,038 - 4,038
- - -
* Short-term investments (Note 12)
* Cash and cash equivalents 5,166 - 5,166
---------- ---------- ------------
Total 29,872 - 29,872
Financial assets denominated
in:
* USD 25,519 - 25,519
* VND 4,353 - 4,353
---------- ---------- ------------
29,872 - 29,872
As at 30 June 2016
Trade and other receivables
(Note 8) 4,455 - 4,455
Financial assets at fair
value through profit
or loss (Note 9) - 38,245 38,245
Cash and cash equivalents
(Note 10) 20,408 - 20,408
Assets classified as
held for sale (Note 11(d)),
include:
* Trade and other receivables 5,347 - 5,347
* Short-term investments 781 - 781
* Cash and cash equivalents 4,380 - 4,380
---------- ---------- ----------
Total 35,371 38,245 73,616
Financial assets denominated
in:
* USD 2,405 - 2,405
* VND 32,966 38,245 71,211
---------- ---------- ----------
35,371 38,245 73,616
Liabilities
at amortised
cost
USD'000
Financial liabilities
As at 31 December 2016
Trade and other payables (Notes
18, 19) 2,554
Borrowings (Note 16) -
Liabilities directly associated
with assets classified as held
for sale (Note 11(d)), include:
* Borrowings 37
* Trade and other payables 1,847
----------
Total financial liabilities 4,438
Financial liabilities denominated
in:
* USD 2,554
* VND 1,884
----------
4,438
As at 30 June 2016
Trade and other payables (Notes
18, 19) 2,399
Borrowings (Note 16) 9,042
Liabilities directly associated
with assets classified as held
for sale (Note 11(d)), include:
* Borrowings 71
* Trade and other payables 1,670
----------
Total financial liabilities 13,182
Financial liabilities denominated
in:
* USD 11,440
* VND 1,742
----------
13,182
8 TRADE AND OTHER RECEIVABLES
31 December 30 June
2016 2016
USD'000 USD'000
Trade receivables 24 4,455
---------- ----------
24 4,455
Less: allowance for impairment
of receivables - -
---------- ----------
Total 24 4,455
Trade and other receivables are short-term in nature and their
carrying values, after allowances for impairment, approximate their
fair values at the reporting date. As at 31 December 2016 and 30
June 2016, there was no trade and other receivables past due and
impaired or not past due but doubtful.
As at 30 June 2016 there was a significant concentration of
credit risk (representing 96.8% of trade receivables at that date)
relating to the buyer of Vina-CPK Limited. On 22 November 2016,
VND98.7 billion, equivalent to USD4.4 million, was received as
settlement of this purchase.
9 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
31 December 30 June
2016 2016
USD'000 USD'000
Designated at fair value
through profit or loss:
Current:
Unlisted shares, fair value
based on net asset value - 38,245
------------ ------------
- 38,245
------------ ------------
- 38,245
The financial assets at fair value through profit or loss as at
30 June 2016 comprised of Class A VVF shares which were
subsequently transferred to the LPS shareholders' accounts on 25
August 2016 following the compulsory repurchase of the remaining
107,281,741 LPS by the Company in exchange for 3,288,435,511 Class
A VVF shares on 17 August 2016 (Note 15)
Risk exposure and fair value measurements
Information about the Group's exposure to price risk is provided
in Note 30. Refer to Note 29(a) for information about the methods
and assumptions used in determining fair value.
10 CASH AND CASH EQUIVALENTS
30 June
31 December 2016 2016
USD'000 USD'000
Cash and cash equivalents 20,644 20,408
Cash and cash equivalents denominated in:
USD 310 2,381
VND 20,334 18,027
---------- ----------
20,644 20,408
11 DISCONTINUED OPERATION AND ASSETS AND LIABILITIES OF DISPOSAL
GROUPS CLASSIFIED AS HELD FOR SALE
Classification of SEATH BTS tower network and VIHL IBS network
as assets held for sale
As discussed in note 5 the Company has signed a share sale and
purchase agreement to transfer 100% of its holding of SEATH to OCK
Vietnam Towers Pte. Ltd. The Company is also in the process of
disposing of its investment in VIHL. As a result, the associated
assets and liabilities of the BTS tower network and IBS systems
have been reported as discontinued operations and presented as held
for sale in this condensed consolidated interim financial
information. The financial information relating to these
discontinued operations is set out below.
(a) Financial performance and cash flow information
The financial performance and cash flow information presented
below includes the six-month period ended 31 December 2016 of the
BTS network and IBS network. The comparative figures presented for
these disposal groups and Vina-CPK Limited are for the period ended
31 December 2015.
31 December 31 December
2016 2015
USD'000 USD'000
Revenue 9,618 9,981
Cost of sales (5,678) (7,299)
Net gain/(loss) from fair value
adjustment on investment properties
(Note 13) (*) 2,385 (320)
Revaluation gain/(loss) on fixed
assets (Note 14) (**) 790 (5,558)
Administrative expenses (1,120) (1,368)
Other income 282 334
Other expenses (853) (1,777)
---------- ----------
Profit/(loss) before income
tax 5,424 (6,007)
Income tax expense (315) (353)
Deferred income tax (charge)/income (1) 37
---------- ----------
Profit/(loss) after income tax
of discontinued operation 5,108 (6,323)
---------- ----------
Profit/(loss) from discontinued
operation 5,108 (6,323)
Exchange differences on translation
of discontinued operations (580) (2,117)
In which:
* Exchange differences on translation of foreign
operations (580) (2,117)
Others (***) (112) (137)
---------- ----------
Other comprehensive loss from
discontinued operations (692) (2,254)
Net cash inflow from operating
activities 2,377 321
Net cash inflow/(outflow) from
investing activities (includes
an inflow of USD 4,4 million
from sales of Vina-CPK Limited) 2,892 (668)
Net cash outflow from financing
activities (38) (755)
---------- ----------
Net increase/(decrease) in cash
generated by the disposal groups 5,231 (1,102)
(*) Investment properties includes SEATH's BTS tower network and
Vina-CPK Limited's land and buildings.
(**) Fixed assets includes VIHL's IBS network.
(***) These represent reserves provided on after tax profits of
the Group's subsidiaries which are required by local
regulations
(b) The following assets and liabilities were reclassified as
held for sale in relation to the discontinued operations:
As at 31
December
2016
USD'000
Assets classified as held for sale
Investment properties 45,555
Property, plant and equipment 12,534
Long-term deferred expenses 1,409
Other long term receivables 396
Deferred tax assets 8
Inventories 681
Trade and other receivables 4,038
Prepayments to suppliers 1,122
Cash and cash equivalents 5,166
----------
Total assets of disposal group held
for sale 70,909
----------
Liabilities directly associated
with assets classified as held for
sale
Long-term and short-term borrowings
and debts 37
Corporate income tax payable 300
Advance from customers 60
Trade and other payables 1,847
Short-term unearned revenue 439
Other reserves 139
----------
Total liabilities of disposal group
held for sale 2,822
----------
Net assets of disposal groups classified
as held for sale 68,087
(c) Restating prior periods
Under IFRS 5 - Non-current assets held for sale and discontinued
operations, the Company must disclose prior period information for
discontinued operations in the condensed consolidated interim
financial information so that the disclosure cover all operations
that have been discontinued at the end of the reporting period of
the latest period presented. The discontinued operations presented
in the condensed consolidated statement of comprehensive income and
the condensed consolidated statement of cash flows in the
comparative period therefore include all operations that have been
discontinued by the current period end. This means that the
condensed consolidated statements of comprehensive income and cash
flows for the comparative period show as discontinued operations
both reported as discontinued in the previous period together with
those classified as discontinued in the current period. As a
consequence the restated prior period statements of comprehensive
income and cash flows will not be entirely comparable to the
current period's figures.
In contrast, the balance sheet information for the prior period
is neither restated nor remeasured.
(d) Movement of assets and liabilities of disposal groups classified as held for sale:
As at Change Fair As at
1 July in carrying value 31 December
Note 2016 amount gain 2016
USD'000 USD'000 USD'000 USD'000
Assets of disposal
groups classified
as held for sale
Investment properties 13 42,798 372 2,385 45,555
Property, plant
and equipment 14 12,705 (961) 790 12,534
Long-term deferred
expenses 1,313 96 - 1,409
Other long term
receivables 406 (10) - 396
Deferred tax assets 9 (1) - 8
Inventories 948 (267) - 681
Trade and other
receivables 5,347 (1,309) - 4,038
Prepayment for
suppliers 1,565 (443) - 1,122
Short-term investments 781 (781) - -
Cash and cash
equivalents 4,380 786 - 5,166
---------- -------- ---------- ----------
70,252 (2,518) 3,175 70,909
---------- -------- ---------- ----------
Liabilities directly
associated with
assets classified
as held for sale
Long-term and
short-term borrowings
and debts 71 (34) - 37
Corporate income
tax payable 209 91 - 300
Advance from customers 62 (2) - 60
Trade and other
payables 1,670 177 - 1,847
Short-term unearned
revenue 463 (24) - 439
Other reserves 252 (113) - 139
---------- -------- ---------- ----------
2,727 95 - 2,822
---------- -------- ---------- ----------
Net assets and
liabilities of
disposal groups
classified as
held for sale 67,525 (2,613) 3,175 68,087
As at 31 December 2016 and 30 June 2016 the assets and
liabilities of the BTS network and IBS network were classified as
held for sale.
12 SHORT-TERM INVESTMENTS
As at 31 December 2016 the Company did not hold any short-term
investments. Short-term investments of USD0.8 million, which were
classified to assets held for sale as at 30 June 2016 (Note 11(d))
comprises of VND term deposits at local banks with maturities of
three months to one year, which earned interest at rates ranging
from 6.0% to 6.8% per annum.
13 INVESTMENT PROPERTIES
As at 31 December 2016, all investment properties are classified
and presented as assets held for sale (Note 11).
Movement of investment properties is as follows:
Six-months period
ended
31 December 2016
2016 2015
USD'000 USD'000
Opening balance of:
Investment properties - 73,435
Investment properties classified
as assets held for sale 42,798 -
---------- ----------
42,798 73,435
Additional investments made
during the period 494 2,136
Transfer to property, plant
and equipment (Note 14) - (684)
Transfer to disposal group
assets classified as held
for sale (Note 11) - (25,437)
Net gain/(loss) from fair
value adjustment (Note 11(a)) 2,385 (320)
Currency translation difference
in other comprehensive income (122) (732)
---------- ----------
Closing balance of:
Investment properties - 48,398
Investment properties classified
as assets held for sale 45,555 -
As at 30 June 2016, the BTS tower network was pledged with banks
as security for long-term borrowings granted to a subsidiary (Note
16).
Measuring the fair value of investment property
Investment properties, principally land and the BTS tower
network, which were held for long-term rental yields in 2015, are
now held as available for sale and carried at fair value. Changes
in fair values are presented in the Condensed Consolidated Income
Statement as profit/(loss) from discontinued operations.
Significant estimate - fair value of investment property
Information about the valuation of investment properties is
provided in Note 29(b).
Amounts recognised in profit or loss for investment
properties
31 December 31 December
2016 2015
USD'000 USD'000
Rental income 6,113 5,966
Direct operating expenses
from property that generated
rental income (4,524) (4,502)
Direct operating expenses
from property that did not
generate rental income (749) (1,001)
Fair value gain/loss recognised
(*) (Note 11(a)) 2,385 (320)
(*) The fair value gain recognised in the Condensed Consolidated
Income Statement as profit/(loss) from discontinued operations
during the period included the fair value gain on the BTS tower
network which was presented as assets classified as held for sale
as at reporting date.
Contractual obligations and leasing arrangements
As at 31 December 2016, there were no significant contractual
obligations to purchase, construct or develop investment properties
or conduct repairs, maintenance or other enhancements.
Information about leasing arrangements of investment properties
is provided in Note 28.
14 PROPERTY, PLANT AND EQUIPMENT
As at 31 December 2016 and 30 June 2016 all property, plant and
equipment is classified and presented as assets held for sale (Note
11). The movements of property, plant and equipment which are
classified as assets held for sale at 31 December 2016 were:
Plant Other Assets
and Motor Office assets under
Buildings machinery vehicles equipment construction Total
USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000
Historical
cost
At 1 July
2016 100 17,507 229 33 33 648 18,550
New purchases - 28 - - - 744 772
Transfer
from assets
under construction - 271 - - - (271) -
Written-off - (8) - - - (28) (36)
Revaluation
gain
(Note 11(a)) - 790 - - - - 790
Translation
differences (4) (646) (8) (1) (1) (37) (697)
-------- ---------- -------- -------- -------- -------- ----------
At 31 December
2016 96 17,942 221 32 32 1,056 19,379
-------- ---------- -------- -------- -------- -------- ----------
Accumulated
depreciation
At 1 July
2016 1 5,690 118 11 25 - 5,845
Charged for
the year 1 1,140 13 4 1 - 1,159
Written-off - (8) - - - - (8)
Translation
differences - (147) (3) - (1) - (151)
-------- ---------- -------- -------- -------- -------- ----------
At 31 December
2016 2 6,675 128 15 25 - 6,845
-------- ---------- -------- -------- -------- -------- ----------
Net book
value
At 1 July
2016 99 11,817 111 22 8 648 12,705
At 31 December
2016 94 11,267 93 17 7 1,056 12,534
The movements of property, plant and equipment during the year
ended 30 June 2016 were:
Plant Other Assets
and Motor Office assets under
Buildings machinery vehicles equipment construction Total
USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000
Historical
cost
At 1 July
2015 222 26,368 302 6 37 452 27,387
New purchases - 130 67 27 2 960 1,186
Transfer
from assets
under construction - 764 - - - (764) -
Transfers
from investment
properties
(Note 13) 684 - - - - - 684
Revaluation
loss
(Note 11(a)) - (9,072) - - - - (9,072)
Written-off - (92) - - - - (92)
Transfers
to assets
classified
as held for
sale (Note
11(d)) (902) (17,508) (362) (33) (39) (648) (19,492)
Translation
differences (4) (590) (7) - - - (601)
-------- ---------- -------- -------- -------- -------- ----------
At 30 June
2016 - - - - - - -
-------- ---------- -------- -------- -------- -------- ----------
Accumulated
depreciation
At 1 July
2015 58 692 137 4 25 - 916
Charged for
the year 25 5,101 43 9 6 - 5,184
Written-off - (92) - - - - (92)
Transfers
to assets
classified
as held for
sale (Note
11(d)) (81) (5,691) (176) (11) (28) - (5,987)
Translation
differences (2) (10) (4) (2) (3) - (21)
-------- ---------- -------- -------- -------- -------- ----------
At 30 June
2016 - - - - - - -
-------- ---------- -------- -------- -------- -------- ----------
Net book
value
At 1 July
2015 164 25,676 165 2 12 452 26,471
At 30 June
2016 - - - - - - -
In which the net book value of property, plant and equipment
which are classified and presented as assets held for sale as at 30
June 2016 were:
Plant Other Assets
and Motor Office assets under
Buildings machinery vehicles equipment construction Total
USD'000 USD'000 USD'000 USD'000 USD'000 USD'000 USD'000
Net book
value
At 30 June
2016 99 11,817 111 22 8 648 12,705
Plant and machinery primarily comprises of VIHL's IBS network
which is measured at fair value less accumulated depreciation. As
at 31 December 2016 the net book value of the network was USD 11.6
million (30 June 2016: USD 11.4 million) which has been classified
as assets held for sale together with other property, plant and
equipment disclosed in Note 11. All other property, plant and
equipment are stated at cost less depreciation.
Significant estimates - valuations of plant and machinery of
IBS
Information about the valuation of plant and machinery of IBS is
provided in Note 29(b).
15 SHARE CAPITAL
On 21 July 2015 the Company's ordinary shares were re-designated
as PES and a bonus issue of a new class of LPS was undertaken. As a
result each VNI shareholder held an equal number of PES and LPS.
The PESs give the holders the right to receive cash distributions
and the LPSs were subject to mandatory repurchase in August 2016,
so both meet the definition of financial liabilities under
International Accounting Standard 32 ("IAS 32"). Accordingly, both
share classes have been classified as financial liabilities.
All of the remaining 107,281,741 LPS were repurchased by the
Company on 17 August 2016 in exchange for 3,288,435,511 Class A VVF
shares. Following the compulsory repurchase all of the LPSs have
been cancelled.
The movements LPSs and PESs during the period were as
follows:
Listed Portfolio
Shares
------------------------------
Number of USD'000
shares
As at 1 July 2016 107,281,741 38,311
Repurchased during the
period (107,281,741) (40,842)
Increase in net assets
attributable to holders
of Listed Portfolio Shares - 2,531
As at 31 December 2016 ---------------- ----------
- -
Private Equity Shares
------------------------------
Number of USD'000
shares
As at 1 July 2016 350,221,094 77,169
Increase in net assets
attributable to holders
of redeemable shares - 2,468
---------------- ----------
As at 31 December 2016 350,221,094 79,637
16 BORROWINGS
31 December 30 June
2016 2016
USD'000 USD'000
Short-term borrowings:
Current portion of long-term
bank borrowings - 9,042
---------- ----------
- 9,042
---------- ----------
Total - 9,042
Under the liquidation basis of accounting all long-term
borrowings which are expected to be realised or settled within the
next twelve months from the reporting date are classified as
short-term borrowings as at reporting date.
As at 30 June 2016 according to the original contract terms, the
Group's borrowings, which are denominated in USD, mature on a range
of dates up until October 2019 and bear a range of annual interest
rates from 3.9% to 4.1%. The borrowings were secured by the BTS
tower network as disclosed in Note 13. As at 31 December 2016 the
outstanding loan had been fully repaid to lender.
The maturities of the Group's borrowings at the reporting date
were:
31 December 30 June
2016 2016
USD'000 USD'000
6 months or less - 1,750
6 - 12 months - 1,750
1 - 5 years - 5,542
---------- ----------
- 9,042
As at 30 June 2016 the fair value of short-term borrowings
amounting to USD9.0 million approximates their carrying amounts as
the impact of discounting is not significant. They were classified
as level 3 fair values in the fair value hierarchy due to the use
of unobservable inputs.
17 DEFERRED TAX LIABILITIES
31 December 30 June
2016 2016
USD'000 USD'000
Beginning of year - 1,113
Balance sold as part of
disposal of Vina-CPK Limited - (1,110)
Effect of translation to
presentation currency - (3)
---------- ----------
End of period - -
There are no other significant unrecognised deferred tax
liabilities.
18 TRADE AND OTHER PAYABLES
31 December 30 June
2016 2016
USD'000 USD'000
Accrued realisation fees
(Note 27(b)) 1,489 1,692
Trade payables 65 176
Accrued liabilities 1,000 -
---------- --------
Total 2,554 1,868
As at 31 December 2016 and 30 June 2016, trade and other
payables primarily relate to the operations of the Group. The
carrying amounts of trade and other payables approximate their fair
values due to their short-term nature.
19 PAYABLE TO RELATED PARTIES
31 December 30 June
2016 2016
USD'000 USD'000
Payable to VinaCapital Investment
Management Ltd.:
* realisation fees (Note 27(b)) 203 525
Payable to shareholders 6 6
------ ------
Total 209 531
Payables to related parties are short-term in nature, hence
their carrying values are considered a reasonable approximation of
their values at the balance sheet date.
20 REVENUE AND COST OF SALES
The Group's revenue represents rental income from the BTS tower
network and the IBS network and associated leasing and information
rescue services. All revenue is derived from external customers,
although 60.6% of total sales during the six-month period amounting
to USD5.8 million (2015: 62% of total sales during the period) was
sourced from one customer.
The Group's cost of sales mainly relates to the operating costs
of the BTS and IBS leasing business and provision of related
services.
The analysis of cost of sales based on the nature of the more
significant expenses is as follows:
Six-month period ended
31 December
-------------------------
2016 2015
USD'000 USD'000
Land rentals 1,523 1,116
Tools and equipment expenses 713 1,042
Employee expenses 231 322
21 INTEREST INCOME
Six-month period ended
31 December
-------------------------
2016 2015
USD'000 USD'000
Restated
Interest income was derived from:
- Cash and term deposits 36 -
-------- --------
Total 36 -
22 ADMINISTRATIVE EXPENSES
Six-month period ended
31 December
-------------------------
2016 2015
USD'000 USD'000
Restated
Management fees (Note 27(a)) - 306
Professional fees 1,255 826
Custodian fees 77 84
Directors' fees (Note 26) 75 134
Realisation fees (Note 27 (b)) - 48
Other expenses 46 52
---------- ----------
Total 1,453 1,450
23 FAIR VALUE (LOSS)/GAIN OF FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Six-month
period ended 31 December
----------------------------
2016 2015
USD'000 USD'000
Unrealised (losses)/gains based on changes in fair
values using
- sales agreements - (323)
Gains from realisation of financial assets 2,576 2,118
Unrealised losses on foreign exchange translation - (95)
-------- ----------
Total 2,576 1,700
24 INCOME TAX EXPENSE
Vietnam Infrastructure Limited is domiciled in the Cayman
Islands. Under the current laws of the Cayman Islands, there is no
income, state, corporation, capital gains or other taxes payable by
the Company.
The majority of the Group's subsidiaries are domiciled in the
British Virgin Islands and so have tax exempt status.
The principal operating subsidiaries of the Group are
established in Vietnam and are subject to corporate income tax in
Vietnam. The income from these subsidiaries is taxable at the
applicable tax rate in Vietnam. On 19 June 2013, the Vietnamese
National Assembly approved a new corporate income tax law. Under
the new law, the standard corporate income tax has been reduced
from 22% to 20% effective 1 January 2016. A provision of USD0.7
million was provided for corporate income tax payable by the
Vietnamese subsidiaries for the current period (2015: USD0.4
million).
The relationship between the expected income tax expense based
on the applicable income tax rate and the tax expense actually
recognised in the condensed consolidated income statement can be
reconciled as follows:
Six-month
period ended 31
December
------------------------
2016 2015
USD'000 USD'000
Current tax
Current income tax on loss
for the year 315 353
---------- ----------
Total current tax expense 315 353
---------- ----------
Deferred income tax
Decrease in deferred tax assets 1 18
Increase in deferred tax liabilities - (55)
---------- ----------
Deferred income tax benefit
(Note 11(a)) 1 (37)
---------- ----------
Income tax expense 316 316
Income tax expense is attributable
to:
Charged to the condensed consolidated
income statement from continuing
operation - -
Charged to the condensed consolidated
income statement from discontinued
operation 316 316
Numerical reconciliation of income tax expense to prima facie
tax payable:
Six-month
period ended 31
December
------------------------
2016 2015
USD'000 USD'000
(Loss)/profit from continuing
operations before income
tax expense 995 119
Profit/(loss) from discontinuing
operation before income tax
expense 5,424 (6,007)
---------- ----------
Group profit/(loss) before
tax 6,419 (5,888)
Group profit/(loss) multiplied
by applicable tax rate 0%
(2015: 0%) - -
Tax effect of amounts which
are not deductible (taxable)
in calculating taxable income:
Difference in overseas tax
rates 316 316
---------- ----------
Total income tax expense 316 316
---------- ----------
Income tax expense is attributable
to:
Charged to the condensed
consolidated income statement
from continuing operation - -
Charged to the condensed
consolidated income statement
from discontinued operation 316 316
25 LOSS PER SHARE AND NET ASSET VALUE PER SHARE
(a) Earnings/(losses) per share
Earnings/(loss) per share is calculated by dividing the
profit/(loss) from operations attributable to the shareholders of
the Company by the weighted average number of shares in issue
during the period excluding shares purchased by the Group and held
as treasury shares (Note 15).
Six-month period ended 31 December 2016
Listed Portfolio Shares (*) Private Portfolio Shares
(Loss)/profit for the period attributable to shareholders of
the Company (USD'000) 2,531 3,300
Weighted average number of shares in issue ('000) 107,282 350,221
(Loss)/earning per share (USD/share) 0.024 0.009
(*) The losses per share for the Listed Portfolio Shares is
determined for the period from 1July 2016 to 17 August 2016 when it
was existing, whereby all the remaining 107,281,741 repurchased and
cancelled by the Company.
Six-month period ended 31 December 2015
Listed Portfolio Shares Private Portfolio Shares
Loss for the period attributable to shareholders of the Company
(USD'000) (97) (2,765)
Weighted average number of shares in issue ('000) 262,666 350,221
Loss per share (USD/share) (0.000) (0.008)
(b) Net asset value per share
Net asset value ("NAV") per share is calculated by dividing the
net asset value attributable to shareholders of the Company by the
number of outstanding shares in issue at the reporting date. Net
asset value is determined as total assets less total
liabilities.
As at 31 December 2016:
Private
Listed Portfolio Portfolio
Shares Shares
Net asset value attributable
to shareholders of the Company
(USD'000) - 79,637
Number of outstanding shares
in issue ('000) - 350,221
Net asset value per share
(USD/share) - 0.227
As at 30 June 2016:
Private
Listed Portfolio Portfolio
Shares Shares
Net asset value attributable
to shareholders of the Company
(USD'000) 38,311 77,169
Number of outstanding shares
in issue ('000) 107,282 350,221
Net asset value per share
(USD/share) 0.357 0.220
26 DIRECTORS' FEES AND MANAGEMENT'S REMUNERATION
The aggregated directors' fees during the period amounted to
USD75,000 (2015: USD134,000) (Note 22), of which there was no
outstanding amounts payable at the reporting date (2015: nil). The
directors are considered key management personnel of the Company
for reporting purposes. The details of the remuneration for each
director is summarised below:
Six-month ended
------------------------------------
31 December 2016 31 December 2015
USD'000 USD'000
Rupert Carington 22.5 37.5
Robert Binyon 17.5 27.5
Luong Van Ly 17.5 27.5
Paul Garnett 17.5 17.5
Ekkehard Goetting - 24.0
-------- --------
Total 75.0 134.0
27 RELATED PARTIES
(a) Management fees
The Group is managed by VinaCapital Investment Management
Limited (the "Investment Manager"), incorporated and registered as
a licensed fund manager in the Cayman Islands. On 20 November 2014,
the Company signed a new investment management agreement with the
Investment Manager, which became effective on 27 July 2015 (the
"new Investment Management Agreement"). Under this agreement no
management fee is charged by the Investment Manager to the Company
on either the LPS or the PES.
Management fees payable during the six-month period ended 31
December 2015 were USD0.3 million. There were no outstanding
accrued fees due to the Investment Manager at the reporting date
(30 June 2016: nil) (Note 19).
(b) Realisation fees and incentive fees
Under the new Investment Management Agreement, the Investment
Manager will receive a realisation fee and an incentive fee based
on sales proceeds relating to the Private Equity Portfolio:
1) Upon realisation of the Company's private equity assets, the
Company will pay a fee of 3% of the net sale proceeds of each asset
realised once the net sale proceeds are received by the Company.
Total realisation fee payable for the period ended 31 December 2016
amounted to USD0.2 million (31 December 2015: USD0.1 million) (Note
22), although USD1.5 million (30 June 2016: USD1.7 million) (Note
18) has been accrued as a future payable to the Investment Manager
at the reporting date.
2) The Company will also pay an incentive fee of 10% of the
amount by which the total return from the sale of private equity
assets exceeds a hurdle amount of USD80.9 million. The total return
equals the aggregate of all net sale proceeds and other
distribution received by the Company from private equity
investments. This incentive fee will be paid when the proceeds
collected from private equity asset sales have exceeded the hurdle
amount.
28 OPERATING LEASE COMMITMENTS
The Group leases various offices, land for BTS tower network and
the IBS under non-cancellable operating leases expiring within two
to eight years. The leases have varying terms, escalation clauses
and renewal rights. On renewal, the terms of the leases are
negotiated.
At the reporting date the Group has the following commitments
under non-cancellable operating lease agreements:
31 December 30 June
2016 2016
USD'000 USD'000
Within one year 6,403 6,755
Within two to five years 7,751 9,897
Over five years 1,236 435
---------- ------------
Total 15,390 17,087
Approximately USD14.1m of these commitments relate to SEATH
subsidiaries which were sold subsequent to the reporting date (Note
5).
29 RECOGNISED FAIR VALUE MEASUREMENTS
a) Financial assets and financial liabilities
i) Fair value hierarchy:
The following table presents financial assets measured at fair
value by valuation method. The different levels have been defined
as below:
- Level 1: quoted prices (unadjusted) in active markets for identical assets;
- Level 2: inputs other than quoted prices included within Level
1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices); and
- Level 3: inputs for the assets that are not based on
observable market data (unobservable inputs).
The level within which the financial assets are classified is
determined based on the lowest level of significant input to the
fair value measurement.
As at 31 December 2016, there was no financial assets measured
at fair value by valuation method held by the Company.
The financial assets measured at fair value in the condensed
consolidated balance sheet as of 30 June 2016 were grouped into the
fair value hierarchy as follows:
Recurring fair value Level Level Level Total
measurements 1 2 3
USD'000 USD'000 USD'000 USD'000
Ordinary shares - unlisted - 38,245 - 38,245
---------- ---------- ---------- ----------
- 38,245 - 38,245
During the period, there were no transfers between the fair
value hierarchy levels (30 June 2016: nil). There were also no
other reclassifications of financial assets in the current period
and prior period.
ii) Valuation techniques used to determine fair values
Specific valuation techniques used to value financial
instruments include:
- the use of quoted market prices for level 1 listed shares;
- the use of dealer quotes or published daily net asset value for level 2 unlisted shares;
- the fair value of borrowing is determined using discounted cash flow analysis.
iii) Valuation process
The Company's internal investment officers perform the valuation
of listed and unlisted securities for financial reporting purposes.
The valuation results are reported directly to the Audit and
Valuation Committee and approved by the Board for adoption.
b) Non-financial assets and financial liabilities
i) Fair value hierarchy
This note explains the judgements and estimates made in
determining the fair values of the non-financial assets that are
recognised and measured at fair value in the condensed consolidated
interim financial information. To provide an indication about the
reliability of the inputs used in determining fair value the Group
has classified its non-financial assets and liabilities into the
three levels prescribed under the accounting standards. An
explanation of each level is provided in Note 29(a).
Recurring fair value Level Level Level Total
measurements 1 2 3
USD'000 USD'000 USD'000 USD'000
As at 31 December
2016
Assets classified
as held for sale
Investment properties
- SEATH BTS tower
network - - 45,555 45,555
Plant and machinery
- VIHL IBS - - 10,525 10,525
---------- ---------- ---------- ----------
Total non-financial
assets - - 56,080 56,080
As at 30 June 2016
Assets classified
as held for sale
Investment properties
- SEATH BTS tower
network - - 42,798 42,798
Plant and machinery
- SEATH IBS - - 11,362 11,362
---------- ---------- ---------- ----------
Total non-financial
assets - - 54,160 54,160
i) Fair value hierarchy (continued)
The Group's policy is to recognise transfers into and out of
fair value hierarchy levels as of the date of the event or change
in circumstances that caused the transfer.
There were no transfers between levels in prior period.
ii) Valuation technique used to determine level 3 fair values
Specific valuation techniques used to determine the level 3 fair
value include:
- sale comparison approach for level 3 investment properties as at 31 December 2016;
- discounted cash flow ("DCF") method for level 3 plant and machinery.
iii) Significant unobservable inputs (level 3)
The significant unobservable inputs used in the DCF calculation
for the respective investment properties and plant and machinery
are as follows:
VIHL IBS network
- Future IBS growth to generate incremental rental cash inflows
- such growth is funded by recurring cash inflows from existing
leases while rental for new IBS and tenants is based on the same
terms as those of existing leases;
- Discount rates - reflecting current market assessment of the
uncertainty in the amount and timing of cash flows; and
- Terminal value - reflecting management's view of long-term growth in the sector.
SEATH BTS tower network
- Future tower and tenancy growth to generate incremental rental
cash inflows - such growth is funded by recurring cash inflows from
existing leases while rental for new towers and tenants is based on
the same terms as those of existing leases;
- Discount rates - reflecting current market assessment of the
uncertainty in the amount and timing of cash flows; and
- Terminal value - reflecting management's view of long-term growth in the sector.
iv) Valuation process
The Group's plant and machinery (IBS) are valued by the
independent professional qualified valuers who hold recognised
relevant professional qualifications and have recent experience in
the locations and categories of the plant and machinery being
valued (IBS) or the Company's internal investment officers (BTS).
The estimated fair values provided by the independent professional
valuers and the Company's internal investment officers are used by
the Audit and Valuation Committee as the primary basis for
estimating each property's fair value. Management reviews the
valuations performed by the Company's internal investment officers
and the independent professional valuers for financial reporting
purposes, and the valuations, as adjusted if appropriate, are
approved by the Board for adoption after deliberation in the Audit
and Valuation Committee.
v) Valuation inputs and relationship to fair value
The following table analyses the range of the significant
unobservable inputs and the impact of changes of these to the fair
value of investment properties and property, plant and
equipment:
Sensitivity as at 31 December 2016:
Range of Sensitivity on management's
estimates
------------------------------
(Loss)/gain
Unobservable Change to fair value
inputs of input due to change
Assets classified
as held for sale
Plant and machinery
- VIHL IBS
(USD0.4m)
* IBS growth 5% -/+1% - USD0.4m
(USD1m) -
* Discount rate 16% +/-1% USD1m
* Terminal growth 0% +1% USD2.1m
USD0.22 (USD1.8m)
* Leasing price per square metre per month - USD0.29 -/+10% - USD1.8m
Investment Properties - BTS network
After being classified as asset held for sale the fair value of
BTS network is based on the pricing terms set out in the sale and
purchase agreement.
Sensitivity as at 30 June 2016:
Range of Sensitivity on management's
Unobservable estimates
inputs
---------------------------- ----------------
(Loss)/gain
Change to fair value
of input due to change
Assets classified
as held for sale
Plant and machinery
- IBS
(USD0.4m)
* IBS growth 5% -/+1% - USD0.4m
(USD1m) -
* Discount rate 16% +/-1% USD1m
* Terminal growth 0% +1% USD2.1m
USD0.22 (USD1.8m)
* Leasing price per square metre per month - USD0.29 -/+10% - USD1.8m
Investment Properties - BTS network
Before and after being classified as asset held for sale the
fair value of BTS network was based on the price quoted on the sale
and purchase agreement plus the additional cash generated from BTS
business post year end which was confirmed by the buyer and
utilised by the Company in November 2016.
30 FINANCIAL RISK MANAGEMENT
The Group's activities expose it to a variety of financial
risks: market risk (including currency risk, fair value interest
rate risk, cash flow interest rate risk and price risk), credit
risk and liquidity risk.
The condensed consolidated interim financial information does
not include all significant risks, management information and
disclosure required in the annual financial statements, and should
be read in conjunction with the Group's annual financial statements
as at 30 June 2016.
There have been no changes in the risk management department
since period end or in any risk management policies.
31 SEASONALITY
The Group's management believes that the impact of seasonality
on the condensed consolidated interim financial information of the
Fund is not material.
32 SUBSEQUENT EVENTS
a) Distributions to the shareholders
On 31 January 2017, the Company announced the distribution of
USD65.0 million which will be paid to PES shareholders early March
2017 (period ended 31 December 2015: nil) based on the record date
24 February 2017. This represented USD0.1856 for each PES currently
in issue.
b) Disposal of SEATH
In August 2016, the Company reached agreement to sell the BTS
portion of the portfolio to OCK Vietnam Towers Ltd for USD50
million. This transaction closed in December 2016, and the Company
fully received the proceeds in January 2017. An additional working
capital adjustment of approximately USD1.6 million is expected to
be received in May 2017.
The condensed consolidated interim financial information was
approved by the Board of Directors on
08 March 2017.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACSFVLFBDXFLBBF
(END) Dow Jones Newswires
March 08, 2017 06:32 ET (11:32 GMT)
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