TIDMAAA
RNS Number : 4655L
All Asia Asset Capital Limited
28 April 2015
Press Release 28 April 2015
All Asia Asset Capital Limited
("All Asia Asset Capital", "AAA" or the "Company")
Results for the year ended 31 December 2014
All Asia Asset Capital (AIM: AAA), an investment company focused
on investing in the growing markets of Asia Pacific region, today
announces its results for the year ended 31 December 2014, together
with comparative figures for the period of 14 September 2012 (the
date of the Company's incorporation) to 31 December 2013.
Highlights:
-- During the year under review, the Company maintained its two
investments which are minority stakes in Andaman Power and Utility
Company Limited ("APU"), a privately held company based in Thailand
and Myanmar which operates in the development of utility plants and
the provision of electricity, and Myanmar Allure Group Co., Ltd.
("MAG"), which owns and operates the Allure Resort, a combined
hotel, resort and gaming facilities located in Tachileik province,
Myanmar, in the vicinity of the Thailand-Myanmar Mae Sai
border.
-- In July 2014, the Company announced that it had entered into
an agreement to acquire a further 4.5 per cent. of the issued share
capital of APU, increasing its stake to 7 per cent. In September
2014 the Company announced completion of the transaction, in
concurrence with APU signing 200 MW Combined Cycle Power Plant
Agreement with the Government of Myanmar.
-- In September 2014, the Company announced entering into a
conditional subscription agreement with Terrigena One German Solar
Limited ("Terrigena"), a company engaged in the sourcing,
identification, acquisition, financing and execution of
transactions and investment opportunities in the solar and green
technology industries. Following negotiations with Terrigena and
having performed due diligence, including, inter alia, financial
and legal due diligence, the Board of AAA decided, on 27 April
2015, to terminate discussions with Terrigena and instead seek
other exciting projects in this region.
-- In March 2015 the Company announced that Mr. Akekachat
Leelapanyalert had resigned as a director of the Company to pursue
his other business interests.
-- In April 2015 the Company announced the appointment of Mr.
Wai Tak Jonathan Chu as an executive director of the Company.
-- In April 2015 the Company entered into a letter of intent
with Quick Win Global Limited ("Quick Win") to evaluate potential
investments in the vehicle financing business initially focussed on
the Lao People's Democratic Republic.
Dr Sri Hartati Kurniawan, Chief Executive Officer of AAA said:
"We are pleased that the Company has maintained its two investments
in electricity plant and hospitality provision in Myanmar, with a
further investment made in the electricity plant project in the
period under review. The Company has continued implementing its
investing policy with the primary focus being on Myanmar at the
current time while striving to find more exciting investment
opportunities in the region. We are confident that the Company is
well positioned to continue delivering and enhancing shareholder
value."
-Ends-
For further information:
All Asia Asset Capital Limited
Robert Berkeley, Executive Chairman and
Finance Director
Dr Sri Hartati Kurniawan, Chief Executive
Officer
Tel: +44 (0) 207 621 8910
Tel: +852 3756 0124
www.aaacap.com
Allenby Capital Limited
Nick Naylor / Nick Athanas / Alex Brearley
Tel: +44 (0) 203 328 5656
www.allenbycapital.com
About AAA
AAA is an investment company that has been established as a
platform for investors looking to access growing markets in the
Asia-Pacific region. The Company invests in a portfolio of
companies with at least a majority of operations (or early-stage
companies that intend to have at least a majority of their
operations) in the Asia-Pacific region in industries with high
growth potential including, but not limited to: agriculture,
forestry and plantations, mining, natural resources, property,
and/or technology. AAA is publicly quoted and its shares are traded
on the AIM Market, which is operated by the London Stock
Exchange.
Chairman's Statement
I am pleased to present the results of All Asia Asset Capital
Limited (the "Company") together with its subsidiaries (the
"Group") for the year ending 31 December 2014.
Business Review
During 2014 the Company successfully continued to make
investments in line with the Company's investment policy which
covers the Asia Pacific region and in particular the Company has
developed its focus on Myanmar. The current favourable sentiment
towards the country, along with the key growth areas being energy
and tourism, lead the board to believe that AAA is well positioned
with our existing investments in these sectors.
A report produced recently by Deloitte highlighted the greater
integration of Myanmar with the rest of the world stating that
economic growth is set to remain strong on the back of a 113%
increase in foreign investment in 2014. In addition a recent report
produced by the Association of Southeast Asian Nations (ASEAN)
stated that the 'power sector is fundamental to the outlook for
Southeast Asia' and predicts energy demand in Southeast Asia to
increase by 80% by 2035. Tourism in Myanmar is also experiencing
strong growth with tourists arrivals up approximately 55% in 2014
to 3.1 million.
On 7 July 2014 APU, a Myanmar and Thailand focused power
generation group in which the Company has a 7% stake, signed a
binding agreement with FTSE listed Aggreko plc to provide a 20 MW
power generation solution for APU's power generation project in
Myanmar. The agreement had a high profile signing at the UK Foreign
and Commonwealth Office with both the UK and Myanmar Ministers of
State. The Company also entered into an agreement to acquire an
additional 4.5 per cent. of APU, increasing its stake to 7.0 per
cent., and announced the completion of the transaction on 1
September 2014 which coincided with APU announcing the signing of
the 200MW Combined Cycle Power Plant Agreement with the Government
of Myanmar. Both the 20MW and 200MW projects will help enhance
infrastructure within Myanmar. The 200MW Combined Cycle Power Plant
is expected to be fully operational by Q1 2017 and will provide
electricity for the region of Dawei (the capital city of
Tanintharyi in Myanmar) and its surrounding cities, this being a
major driver in their vitalisation of the local economy.
During the year MAG continued operating the Allure Resort, a
combined hotel, resort and gaming facilities located in Tachileik
province, Myanmar, in the vicinity of the Thailand-Myanmar Mae Sai
border. The resort is situated in an 11-acre plot and is easily
accessible from Chiang Rai, Thailand and located within 5 minutes
walk from the border. MAG intends to expand its business including
the development of a new building and partnerships with other
gaming operators in order to fulfill increasing demand in this
sector.
In September 2014, the Company announced that it had entered a
conditional subscription agreement with Terrigena, a company
engaged in the sourcing, identification, acquisition, financing and
execution of transactions and investment opportunities in the solar
and green technology industries. Terrigena is a wholly-owned
subsidiary of Terrigena European Securities S.a.r.L ("Terrigena
Luxembourg"), a company established in Luxembourg that completed a
transaction with Centrosolar Sonnenstromfabrik GmbH in 2014.
Pursuant to this transaction, Terrigena Luxembourg acquired all the
assets, including all equipment, machinery, intellectual property
but excluding real estate, land, buildings and personnel (the
"Assets") of a 210 MWp factory located in Wismar, Germany.
Following negotiations with Terrigena and having completed its due
diligence on Terrigena and the assets including, inter alia,
financial and legal due diligence, the Board decided, on 27 April
2015, to terminate discussions with Terrigena and instead seek
other exciting projects in this region.
In April 2015, AAA signed a letter of intent ("LOI") with Quick
Win to explore opportunities to develop Quick Win as a vehicle
financing business initially focussed on the Lao People's
Democratic Republic ("Laos"). Quick Win is a company recently
incorporated in the British Virgin Islands to explore opportunities
in the vehicle financing sector in Laos. Pursuant to the LOI, both
parties have agreed to explore the development of Quick Win as a
vehicle financing business including, but not limited to, the
leasing of vehicles such as motorcycles and cars in Laos with
potential future expansion into other Southeast Asia regions. The
LOI contemplates that Quick Win will require initial capital of
approximately US$1.5 million to set up the business and to create a
management team. Subject to the completion of satisfactory due
diligence by AAA and entering into definitive agreements AAA
intends to provide fundraising services to Quick Win and, together
with the existing shareholders in Quick Win, intends to invest and
procure co-investors to raise the necessary capital. Any investment
made by AAA will be in line with the Company's investing policy
adopted at the Company's annual general meeting on 10 December 2013
and, if AAA decides to invest, it is expected that it will hold a
minority position in Quick Win.
Financial Results
During the year ended 31 December 2014 the Company incurred a
net loss of GBP0.51 million (period from 14 September 2012 to 31
December 2013: loss of GBP0.62 million) mainly attributable to
administrative expenses of the Group.
In September 2014, the Group announced the completion of the
acquisition of a further 4.5% stake in APU which was satisfied by
the issuance of 11 million new ordinary shares in the Company and
US$550,000 in cash. AAA's investments in APU and MAG were valued by
an independent third party valuer at fair values of GBP3.65 million
and GBP1.55 million respectively as at 31 December 2014. As at 31
December 2014 the net assets of the Group were GBP5.34 million (31
December 2013: net assets of GBP3.41 million) and the Group had
cash and cash equivalents of GBP0.45 million (31 December 2013:
cash and cash equivalents of GBP1.01 million).
Board Changes
The Company announced on 26 March 2015 that Mr. Akekachat
Leelapanyalert had resigned from the Board in order to pursue other
business interests. We wish him well in his future endeavours.
In April 2015, I was delighted to welcome Mr. Wai Tak Jonathan
Chu as an executive director of the Company. Jonathan has over
twenty years of experience in property investment and asset
management, investor relations and corporate finance. Most recently
he worked as an Investor Relations Manager at Zhengye International
Holdings Co. Ltd and as an Investor Relations Manager at Modern
(HR) Limited both companies listed on the main board of the Hong
Kong Stock Exchange, in which he was responsible for their investor
relations programs and sourcing of institutional investors. We are
confident that his extensive experience will be of valuable
contribution to the Company.
Economic Outlook
It has been billed as the world's greatest emerging economy, a
$2.4tn (GBP1.5tn) Southeast Asian marketplace, home to 620 million
people poised to follow the European Union's lead and declare
itself a single market this year, a set-up which the 10-nation
ASEAN can anticipate lucrative benefits from deeper trade and
economic integration.
The implementation of a EU-styled economic market in ASEAN aims
to ease tariffs, increase investment flows and open borders by
December 2015 across 10 countries - Myanmar, Brunei, Cambodia,
Indonesia, Laos, Malaysia, the Philippines, Singapore, Thailand and
Vietnam - a move that has already attracted significant investment
to the region as noted above. ASEAN is expected to grow 5% each
year by 2018, surpassing the United States, European Union and
Japan in terms of GDP.
More specifically in October 2014 the Myanmar Central Bank
granted nine licences to foreign banks. The International Monetary
Fund (IMF) has stated that the economic outlook is favourable with
growth forecast to average 8.25% per annum in the next few years
with inflation under control at 6% per annum. We are all aware of
the challenges that this region faces both economically and
culturally, but I am of the genuine opinion that for AAA there is
considerable opportunity where managed astutely and in
consideration of all the factors at hand.
Appreciation
Once again I would like to thank all the hard work of the Board,
our advisers and of course our shareholders for their continuing
support for AAA. Our focus on Myanmar, within a thriving ASEAN
region, is a looking like a positive decision by the Board and I
hope that the Company will continue to enjoy such support towards
the development of the Group in the years to come.
Robert Anthony Rowland Berkeley
Chairman
London, 28 April 2015
The board of directors (the "Board") of the Company is pleased
to announce that the consolidated annual results of the Group for
the year ended 31 December 2014 are as follows:
ALL ASIA ASSET CAPITAL LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 31 DECEMBER 2014
1 Jan 2014 14 Sep 2012
to to
31 Dec 2014 31 Dec 2013
Notes GBP GBP
Gain/loss on disposal of available- -
for-sale financial assets -
Other income 5 6 8,624
Expenses related to public offer - (99,714)
Administrative expenses (505,648) (533,605)
------------- -------------
Loss from operations 6 (505,642) (624,695)
Finance costs - -
------------- -------------
Loss before Tax (505,642) (624,695)
Income tax 8 - -
------------- -------------
Loss for the Period (505,642) (624,695)
============= =============
Attributable to:
Owners of the Company (505,642) (624,695)
============= =============
Loss per ordinary share
Basic loss per ordinary share 9(a) (0.24 pence) (0.31 pence)
============= =============
Diluted loss per ordinary share 9(b) (0.24 pence) (0.26 pence)
============= =============
Dividend 10 - -
============= =============
ALL ASIA ASSET CAPITAL LIMITED
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2014
1 Jan 2014 14 Sep 2012
to to
31 Dec 2014 31 Dec 2013
------------- -------------
GBP GBP
Loss for the year / period (505,642) (624,695)
Other comprehensive income:
Items that may reclassified subsequently
to profit or loss:
Fair value gain / (loss) on financial assets
available-for-sale (307,868) 455,543
Exchange difference on translating of financial
statements
of subsidiaries 397,366 (52,132)
-------------
Other comprehensive income, net of tax 89,498 403,411
------------- -------------
Total comprehensive expenses for the year
/ period (416,144) (221,284)
============= =============
Total comprehensive expenses attributable
to:
Owners of the Company (416,144) (221,284)
============= =============
ALL ASIA ASSET CAPITAL LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2014
As at As at
31 Dec 2014 31 Dec 2013
------------- -------------
Notes GBP GBP
ASSETS
Non-current assets
Property, plant and equipment 14,802 2,830
Available-for-sale financial
assets 11 5,200,876 2,426,674
------------- -------------
5,215,678 2,429,504
------------- -------------
Current assets
Prepayment and deposits 15,548 15,543
Cash and cash equivalents 452,395 1,009,601
------------- -------------
Total current assets 467,943 1,025,144
------------- -------------
Total assets 5,683,621 3,454,648
============= =============
EQUITY AND LIABILITIES
Equity attributable to owners
of the Company
Issued capital 12 5,794,969 3,429,969
Reserves (457,377) (21,227)
------------- -------------
Total equity 5,337,592 3,408,742
------------- -------------
Current liabilities
Other payables and accruals 346,029 45,906
Total equity and liabilities 5,683,621 3,454,648
============= =============
Net current assets 121,914 979,238
============= =============
Total assets less current liabilities 5,337,592 3,408,742
============= =============
Net assets 5,337,592 3,408,742
============= =============
ALL ASIA ASSET CAPITAL LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2014
Share
Share Fair option Exchange Accumulated
capital value reserve reserve losses Total
reserve
------------ ---------- ---------- ----------- -------------- ------------
GBP GBP GBP GBP GBP GBP
As at 14
September
2012 (date - - - - - -
of incorporation)
Issuance
of shares 3,579,541 - - - - 3,579,541
Share brought
back (1) - - - - (1)
Share issuance
cost (149,571) - - - - (149,571)
Gains on
fair value
change on
available-for-sale
financial
assets - 455,543 - (41,115) - 414,428
Share options
issued - - 200,057 - - 200,057
Exchange
difference
on translating
of financial
statements
of overseas
subsidiaries - - - (11,017) - (11,017)
Loss for
the period - - - - (624,695) (624,695)
------------ ---------- ---------- ----------- -------------- ------------
As at 31
December
2013 3,429,969 455,543 200,057 (52,132) (624,695) 3,408,742
============ ========== ========== =========== ============== ============
ALL ASIA ASSET CAPITAL LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2014 (CONTINUED)
Share
Issued Valuation option Exchange Accumulated
capital reserve reserve losses losses Total
------------ ------------ ----------- ----------- -------------- ------------
GBP GBP GBP GBP GBP GBP
As at 1 January
2014 3,429,969 455,543 200,057 (52,132) (624,695) 3,408,742
Issuance
of consideration
shares 2,365,000 - - - - 2,365,000
Loss on fair
value change
on available-for-sale
financial
assets - (307,868) - - - (307,868)
Lapse of
share options - - (20,006) - - (20,006)
Exchange
difference
on translating
of financial
statements
of overseas
subsidiaries - - - 397,366 - 397,366
Loss for
the year - - - - (505,642) (505,642)
------------ ------------ ----------- ----------- -------------- ------------
As at 31
December
2014 5,794,969 147,675 180,051 345,234 (1,130,337) 5,337,592
============ ============ =========== =========== ============== ============
ALL ASIA ASSET CAPITAL LIMITED
CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE YEAR ENDED 31 DECEMBER 2014
1 Jan 2014 14 Sep 2012
to to
31 Dec 2014 31 Dec 2013
------------- -------------
GBP GBP
Operating activities
Loss before taxation (505,642) (624,695)
Adjustments for:
Bank interest income (6) (7)
Depreciation of property, plant and
equipment 2,123 363
(Reversal of) share-based payments
expense (20,006) 200,057
Operating loss before working capital
changes (523,531) (424,282)
Increase in deposits and prepayments (5) (15,543)
(Decrease)/ Increase in accrual and
other payable 300,123 45,906
Cash used in operations activities (223,413) (393,919)
Interest received 6 7
Net cash used in operating activities (223,407) (393,912)
Cash flows from investing activities
Investing activities
Purchase of property, plant and equipment (13,995) (3,193)
Investment in available for sale financial
assets (324,775) (2,012,246)
------------- -------------
Net cash used in investing activities (338,770) (2,015,439)
Financing activities
Issuance of share capital - 3,579,541
Share issuance costs - (149,571)
Cancellation of share - (1)
------------- -------------
Net cash generated from financing activities - 3,429,969
Net (decrease)/ increase in cash and
cash equivalents (562,177) 1,020,618
Effect of foreign exchange rate changes,
net 4,971 (11,017)
Cash and cash equivalents at the beginning
of the year/ period 1,009,601 -
------------- -------------
Cash and cash equivalents at the ended
of the year/ period 452,395 1,009,601
=============
Analysis of balances of cash and cash
equivalents
Cash and bank balances 452,395 1,009,601
============= =============
ALL ASIA ASSET CAPITAL LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
1. STATEMENT OF COMPLIANCE
The consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards
("IFRSs") which including International Accounting Standards
("IASs") issued by the International Accounting Standards Board
("IASB") which comprise standards, amendments and interpretations
approved by the IASB and International Financial Reporting
Interpretations Committee ("IFRIC"), together with applicable
British Virgin Islands law.
The IASB has issued certain amendments and interpretations which
are or have become effective. It has also issued certain new and
revised IFRSs which are first effective or available for early
adoption for the current accounting period of the Company. The
following paragraph provides information ion initial application of
these developments to the extent that they are relevant to the
Company for the current and prior accounting periods reflected in
these financial statements.
Standards and Interpretations adopted in the current year
For the purpose of preparing and presenting the consolidated
financial statements, the Group has adopted the following new and
revised IFRSs which are effective for the Group's financial year
beginning on 1 January 2014:
IAS 19 (2011) Employee Benefits
IAS 27 (2011) Separate Financial Statements
IAS 28 (2011) Investments in Associates and Joint Ventures
IFRS 10 Consolidated Financial Statements
IFRS 11 Joint Arrangements
IFRS 12 Disclosure of Interest in Other Entities
IFRS 13 Fair Value Measurement
IFRIC - Interpretation Stripping Costs in the Production Phase
20 of a Surface Mine
IFRIC - Interpretation Levies
21
Amendments to IAS 32 Offsetting Financial Assets and Financial
Liabilities
Amendments to IAS 36 Recoverable Amount Disclosures for Non-financial
assets
Amendments to IFRS 10
IFRS 12 and IAS 27 (2011) Investment Entities
Annual Improvement to Amendments to IFRS 1, IAS 1, IAS 16, IAS
IFRSs (2009 - 2011) 32 and IAS 34
Except as described below, the application of the new and
revised IFRSs in the current year has no material impact on the
Group's financial performance and position for the current and
prior years and/or on the disclosures set out in these consolidated
financial statements.
Impact of the application of IFRS 10
IFRS 10 replaces the parts of IAS 27 Consolidated and Separate
Financial Statements deal with consolidated financial statements
and SIC Interpretation - 12 Consolidation Special Entities. IFRS 10
changes the definition of control such that an investor has control
investee when a) it has power over the investee, b) it is exposed,
or has rights, to variable from its involvement with the investee
and c) has the ability to use its power to affect its returns. All
three of these criteria must be met for an investor to have control
over an investee. Previously, control was defined as the power to
govern the financial and operating policies of an entity so as to
obtain benefits from its activities. Additional guidance has been
included in IFRS 10 to explain when an investor has control over an
investee.
The application of IFRS 10 has no material impact on the amounts
reported in the consolidated financial statements.
IFRS 13 Fair Value Measurement
The Group has applied IFRS 13 for the first time in the current
year. IFRS 13 establishes a single source of guidance for, and
disclosures about, fair value measurements. The scope of IFRS 13 is
broad: the fair value measurement requirements of IFRS 13 apply to
both financial instrument items and non-financial instrument items
for which other IFRSs require or permit fair value measurements and
disclosures about fair value measurements, except for share-based
payment transactions that are within the scope of IFRS 2
Share-based Payment, leasing transactions that are within the scope
of IAS 17 Leases, and measurements that have some similarities to
fair value but are not fair value (e.g. net realisable value for
the purposes of measuring inventories or value in use for
impairment assessment purposes).
IFRS 13 defines the fair value of an asset as the price that
would be received to sell an asset (or paid to transfer a
liability, in the case of determining the fair value of a
liability) in an orderly transaction in the principal (or most
advantageous) market at the measurement date under current market
conditions. Fair value under IFRS 13 is an exit price regardless of
whether that price is directly observable or estimated using
another valuation technique. Also, IFRS 13 includes extensive
disclosure requirements.
IFRS 13 requires prospective application. In accordance with the
transitional provisions of IFRS 13, the Group has not made any new
disclosures required by IFRS 13 for the 2013 comparative period.
Other than the additional disclosures, the application of IFRS 13
has not had any material impact on the amounts recognised in the
consolidated financial statements.
New and revised IFRSs issued but not yet effective
The following IFRSs in issue at 31 December 2014 have not been
applied in the preparation of the Group's financial statements for
the year then ended since they were not yet effective for the
annual period beginning on 1 January 2014:
IFRS 9 (2014) Financial Instruments(6)
IFRS 14 Regulatory Deferral Accounts(4)
IFRS 15 Revenue from Contracts with Customers(5)
Amendments to IAS 1 Disclosure Initiative(3)
Amendments to IAS 16 Clarification of Acceptable Methods of
and IAS 38 Depreciation and Amortisation(3)
Amendments to IAS 16
and IAS 41 Bearer Plants(3)
Amendments to IAS 19 Defined Benefit Plans: Employee Contributions(1)
(2011)
Amendments to IAS 27 Equity Method in Separate Financial Statements(3)
(2011)
Amendments to IAS 28 Sale or Contribution of Assets between
and IFRS 10 an Investor and its Associate or Joint
Venture(3)
Amendments to IFRS 10, Investment Entities: Applying the Consolidation
IFRS 12 and IAS 28 (2011) Exception(3)
Amendments to IFRS 11 Accounting for Acquisitions of Interests
in Joint Operations(3)
Annual Improvements to Amendments to IFRS 8, IAS 16, IAS 24 and
IFRSs (2010-2012) IAS 38(1)
Annual Improvements to Amendments to IFRS 3, IFRS 13 and IAS
IFRSs (2011-2013) 40(2)
Annual Improvements to
IFRSs (2012-2014) Amendments to IFRS 5, IFRS 7 and IAS 19(3)
1 Effective for annual periods beginning on or after 1 July
2014, with earlier application permitted.
2 Effective for annual periods beginning on or after 1 July
2014, with limited exceptions. Earlier application is permitted.
3 Effective for annual periods beginning on or after 1 January
2016, with early application permitted.
4 Effective for first annual IFRS financial statements beginning
on or after 1 January 2016, with early application permitted.
5 Effective for annual periods beginning on or after 1 January
2017, with early application permitted.
6 Effective for annual periods beginning on or after 1 January
2018, with early application permitted.
The directors of the Company are in the process of marking an
assessment of what the impact of these new and revised IFRSs are
upon initial application. So far the directors of the Company
anticipate that the application of other new and revised standards,
amendments and interpretations in issue but not yet effective will
have no material impact on the results and the financial position
of the Company.
2. BASIS OF PREPARATION
The consolidated financial statements comprised the financial
statements of the Group and its subsidiaries (together referred to
as the "Group"). The Company was established as a limited liability
company in British Virgin Island on 14 September 2012 and obtained
the admission of the Copany's ordinary shares to the AIM market,
operated by the London Stock Exchange, on 2 May 2013. The Company
and the Group are an investment company seeking equity and debt
investment opportunities in the Asia Pacific region. The
consolidated financial statements are presented in Great British
Pounds ("GBP") and all value is round to the nearest pound. It is
prepared on the historical cost basis except for available-for-sale
financial assets that are stated at their fair value and the share
base payment.
3. BASIS OF CONSOLIDATION
The consolidated financial statements include the financial
statements of the Company and its subsidiaries for the year ended
31 December 2014. The results of subsidiaries are consolidated from
the date of acquisition or establishment, being the date on which
the Group obtains control, and continue to be consolidated until
the date that such control ceases. All income, expenses and
unrealised gains and losses resulting from intercompany
transactions and intercompany balances within the Group are
eliminated on consolidation in full.
As at 31 December 2014, the Group does not have any
non-controlling interest.
4. SEGMENT REPORTING
For the purpose of IFRS 8 "Operating Segments" the Group
currently categorised as having one segment, being "Investment
sector". No further operating segment financial information is
therefore disclosed.
5. OTHER INCOME
Other income represents the bank interest income and foreign
exchange gain incurred during the reporting period as follow:
1 Jan 2014 14 Sep 2012
to to
31 Dec 2014 31 Dec 2013
------------- -------------
GBP GBP
Bank interest income 6 7
Foreign exchange gain - 8,617
------------- -------------
6 8,624
============= =============
6. LOSS FROM OPERATIONS
The Group's loss from operations is arrived at after
charging:
1 Jan 2014 14 Sep 2012
to to
31 Dec 2014 31 Dec 2013
------------- -------------
GBP GBP
Auditor's remuneration 16,052 14,255
Depreciation of property, plant
and equipment 2,123 363
Foreign exchange loss 5,276 -
Operating lease payment in
respect of office premises 67,979 26,129
Staff costs (including directors'
remuneration)
* Fees 22,500 15,000
* Salaries and other benefits 228,721 153,493
* Retirement scheme contribution 4,081 1,504
* (Reverse of) share- based payment expenses (20,006) 200,057
------------- -------------
Total staff costs 235,296 370,054
============= =============
7. DIRECTORS' REMUNERATION
During the year, no emoluments were paid by the Group to the
Directors as an inducement to join or upon joining the Group or as
compensation for loss of office.
For the year ended 31 December 2014:
Salaries Share- Retirement
and other based scheme
Fee benefits Payment contribution Total
------- ---------- --------- ------------- ---------
GBP GBP GBP GBP GBP
Executive directors
Dr Sri Hartati
Kurniawan - 92,504 - 2,622 95,126
Mr Robert Anthony
Rowland Berkeley - 60,000 - - 60,000
Mr Yuhi Horiguchi
(iii) - 25,000 (20,006) - 4,994
Mr. Akeachat Leelapanyalert
(iv) - 7,500 - - 7,500
------- ---------- --------- ------------- ---------
- 185,004 (20,006) 2,622 167,620
------- ---------- --------- ------------- ---------
Independent non-executive
director
Mr Seah Boon Chin 22,500 - - - 22,500
------- ---------- --------- ------------- ---------
22,500 185,004 (20,006) 2,622 190,120
======= ========== ========= ============= =========
For the period from 14 September 2012 (date of incorporation) to
31 December 2013:
Salaries Share- Retirement
and other based scheme
Fee benefits Payment contribution Total
------- ---------- --------- ------------- ----------
GBP GBP GBP GBP GBP
Executive directors
Dr Sri Hartati
Kurniawan(i) - 57,500 120,034 721 178,255
Mr Robert Anthony
Rowland Berkeley(ii) - 40,833 60,017 - 100,850
Mr Yuhi Horiguchi
(iii) - 37,917 20,006 - 57,923
------- ---------- --------- ------------- ----------
- 136,250 200,057 721 337,028
------- ---------- --------- ------------- ----------
Independent non-executive
director
Mr Seah Boon Chin(v) 15,000 - - - 15,000
------- ---------- --------- ------------- ----------
15,000 136,250 200,057 721 352,028
======= ========== ========= ============= ==========
Notes:
(i) Dr Sri Hartati Kurniawan was appointed on 14 September 2012
(ii) Mr. Robert Anthony Rowland Berkeley was appointed on 9 February 2013
(iii) Mr. Yuhi Horiguchi was appointed on 14 September 2012 and
resigned on 16 June 2014
(iv) Mr. Akekachat Leelapanyalert was appointed on 1 August 2014
and resigned on 25 March 2015
(v) Mr. Seah Boon Chin was appointed on 17 April 2013.
8. INCOME TAX
No charge to income tax arises in the reporting period ended 31
December 2014 as there was no taxable profits in the reporting
period. The Company and its subsidiaries are incorporated in the
British Virgin Islands and are not subject to any income tax.
9. LOSS PER SHARE
The calculation of basic loss per share is based on the loss
attributable to owners of the Company and the weighted average
number of ordinary shares in issue during the reporting period.
The calculation of basic and diluted loss per share is based
on:
2014 2013
------------ ------------
GBP GBP
Loss
Loss attributable to owners of the
Company used in
the basic loss per share calculation (505,642) (624,695)
============ ============
Shares
Weighted average number of ordinary
shares in issue
during the reporting period 209,861,072 198,861,072
============ ============
(a) Basic loss per share
For the year ended 31 December 2014, the calculation of basic
loss per share amount is based on the net loss for the reporting
period of GBP505,642 (2013: GBP624,695) attributable to the equity
holders of the Company, and weighted average of 209,861,072 (2013:
198,861,072) ordinary shares in issue during the reporting
period.
9. LOSS PER SHARE (CONTINUED)
(b) Diluted loss per share
For the reporting period ended 31 December 2013, the calculation
of diluted loss per share amount is based on the net loss for the
reporting period to ordinary equity holders of the Company,
adjusted to reflect the exercise of the outstanding warrants and
options issued during the reporting period. The weighted average
number of ordinary shares used in the calculation is the number of
ordinary shares of 198,861,072 in issued during the reporting
period, as used in the basic loss per share calculation, and the
weighted average number of ordinary shares approximately 43,749,429
assumed to have been issued at no consideration on the deemed
exercise of all dilutive potential ordinary shares into ordinary
shares at the beginning of the reporting period.
10. DIVIDEND
No dividend has been paid or declared by the Company during the
year ended 31 December 2014.
11. AVAILABLE-FOR-SALE FINANCIAL ASSETS
Available-for-sale financial assets comprise of:
2014 2013
---------- ----------
GBP GBP
Unlisted equity securities 4,702,021 2,012,246
Less: fair value adjustment 147,676 455,543
exchange realignment 351,179 (41,115)
---------- ----------
5,200,876 2,426,674
========== ==========
The unlisted equity securities are measured at fair value and
are classified as Level 3 fair value measurement. Fair value is
estimated using Discounted Cash Flow ("DCF") method. Details of
which the model's parameters adopted were shown in corresponding
note to each category of available-for-sale financial assets.
11. AVAILABLE-FOR-SALE FINANCIAL ASSETS (CONTINUED)
As at 31 December 2014:
Fair value Exchange At fair
At cost adjustment difference Value
Place of GBP GBP GBP GBP
incorporation
Andaman Power
and Utility
Co., Limited
((a) Thailand 3,462,095 (96,301) 284,734 3,650,528
Myanmar Allure
Group Company
Limited (b) Thailand 1,239,926 243,977 66,445 1,550,348
------------ ------------ ------------- ------------
4,702,021 147,676 351,179 5,200,876
============ ============ ============= ============
As at 31 December 2013:
Fair value Exchange At fair
At cost adjustment difference Value
Place of GBP GBP GBP GBP
incorporation
Andaman Power
and Utility
Co., Limited
((a) Thailand 772,320 151,625 (14,193) 909,752
Myanmar Allure
Group Company
Limited (b) Thailand 1,239,926 303,918 (26,922) 1,516,922
------------ ------------ ------------- ------------
2,012,246 455,543 (41,115) 2,426,674
============ ============ ============= ============
Notes:
(a) During the reporting period ended 31 December 2013, the
Group acquired 2.5% interest of Andaman Power and Utility Co.,
Limited ("APU") at a consideration of US$1,250,000 (equivalent to
GBP772,320). APU, a private company with limited liability, has
obtained the rights to develop and operate a 500MW combined-cycle
power plant construction project in Shan Province of Myanmar. In
the opinion of the directors, the Group has not been in a position
to exercise any significant influence over the financial and
operating policies of APU. Accordingly, APU has been accounted for
as an available-for-sale financial asset.
During the year ended 31 December 2014, the Group acquired a
further 4.5% equity interest of APU satisfied by issuing 11,000,000
new ordinary shares of the Company and a payment of US$550,000 in
cash.
As at 31 December 2014, the fair value of approximately
US$5,670,000 (equivalent to GBP3,650,528) (2013: US$1,500,000
(equivalent to GBP909,753)) was derived by an independent
professional valuer using a DCF method. In determining the fair
value, a risk-adjusted discount rate of 12.65% was being used.
(b) During the reporting period ended 31 December 2013, the
Group acquired 7% equity interest of Myanmar Allure Group Company
Limited ("MAG") at a consideration of US$2,000,000 (equivalent to
GBP1,239,926). MAG, a private company with limited liability, owns
and operates a resort hotel in Tachileik, Shan Province of Myanmar.
In the opinion of the directors, the Group has not been in a
position to exercise any significant influence over the financial
and operating policies of MAG. Accordingly, MAG has been accounted
for as an available-for-sale financial asset.
As at 31 December 2013, a fair value of approximately
US$2,501,100 (equivalent to GBP1,516,922) was derived by an
independent professional valuer using a DCF method. In determining
the fair value, a risk-adjusted discount rate of 24.15% was being
used.
As at 31 December 2014, a fair value of approximately
US$2,408,000 (equivalent to GBP1,550,348) was derived by an
independent professional valuer using a DCF method. In determining
the fair value, a risk-adjusted discount rate of 32.04% was being
used.
12. SHARE CAPITAL
Number of
ordinary
shares of
GBP0,10 each GBP
-------------- ------------
Authorised
1,000,000,000 of ordinary shares 1,000,000,000 N/A
of no par value
-------------- ------------
Issued
On 14 September 2012 (date of incorporation)
1 ordinary shares with par value of
GBP0.10 1 1
Share bought back (1) (1)
Issuance of shares at no par value
during the reporting period 198,861,072 3,579,540
Share issue cost - (149,571)
-------------- ------------
198,861,072 3,429,969
Issuance of consideration shares 11,000,000 2,365,000
-------------- ------------
209,861,072 5,794,969
============== ============
Pursuant to the unanimous written resolution of the shareholders
of the Company, adopted on 27 February 2013, the Company's
memorandum of association was amended so that the Company was
authorised to issue a maximum of 1,000,000,000 Ordinary shares with
no par value, and was no longer authorised to issue any ordinary
shares of GBP0.10 each. On the same date, the Company has bought
back the 1 ordinary share with par value of GBP0.10 each.
During the reporting period ended 31 December 2013, the Company
allotted 400 shares to the directors and other third parties with
subscription sums of GBP7.5 each and GBP2.5 respectively. Pursuant
to a written resolution passed by the shareholders of the Company
on 25 April 2013, each of the existing ordinary shares were
subdivided by 198,861 into 79,544,400 shares. The resolution
further approved the allotment of 118,983,339 new ordinary shares
for cash at GBP0.03 each and the allotment of 333,333 new ordinary
shares to Allenby Capital Limited pursuant to the Introduction
Agreement.
Save as disclosed in the elsewhere of these consolidated
financial statements, during the year ended 31 December 2014 the
Company has issued 11,000,000 ordinary shares of the Company as a
consideration to acquire 4.5 per cent. equity interest in APU.
Those shares issued were ranked pari passu in all respects with the
existing ordinary shares of the Company.
13. SUBSEQUENT EVENTS
On 26 March 2015 the Company announced that Mr. Akekachat
Leelapanyalert has resigned as a director of the Company. On 2
April 2015 the Company announced that Mr. Wai Tak Jonathan Chu has
been appointed as an executive director of the Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR UBAKRVKASUAR
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