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Aseana Properties Limited announced unaudited half-year results for the six months ended June 30, 2025, reporting an operating profit of US$3.4 million and a profit after tax of US$2.5 million, with a net asset value of US$45.7 million. The company raised US$5.4 million on February 24, 2025, by issuing 68,190,000 new shares to Neuchatel Investment Holdings Limited, and US$1.1 million on March 17, 2025, by selling 13,334,000 treasury shares to Mr. Ong Vincent. Aseana also secured a facility of up to RM45.2 million from AmBank (M) Berhad on June 24, 2025, leading to the full settlement of the defaulted Sandakan loan on July 4, 2025, and completed sales of thirty RuMa Residences units for RM46.6 million (US$10.7 million) during H1 2025.
| Date | 30 Sept 2025 |
| Time | 14:33:51 |
| Category | Results |
| ID | 4634B |
30 September 2025
Aseana Properties Limited
("Aseana", the "Company" or, the "Group")
Half-Year Results for the Six Months Ended 30 June 2025
Aseana Properties Limited (LSE: ASPL), a property developer with investments in Malaysia listed on the Main Market of the London Stock Exchange, announces its unaudited half-year results for the six-month period ended 30 June 2025.
· The RuMa Hotel has achieved c.72% occupancy in the first six months of 2025 ("H1 2025"), +7% up on prior year whilst average daily room rate is in-line with the prior year. Reported Revenue Per Available Room ("RevPar") for the first half of 2025 is +10% up on prior year.
· The Harbour Mall Sandakan occupancy in H1 2025 was in-line with the prior year at 93%. Total mall revenue is +2% up on the prior year.
· On 24 February 2025, a shareholder resolution was passed at the Company's General Meeting, approving the issuance of 68,190,000 new Ordinary shares at US$0.08 per share to a strategic investor Neuchatel Investment Holdings Limited ("Neuchatel"), which raised gross proceeds of US$5.4 million for the Group and RM24 million (c.US$5.4 million) was used to partially repay the defaulted Sandakan loan in March 2025.
· On 17 March 2025, the Company disposed of 13,334,000 Ordinary shares held in treasury at US$0.08 per share to Mr. Ong Vincent, a new investor, raising gross proceeds of US$1.1m for the Group with the funds being utilised as further working capital and to repay certain bank facilities.
· On 24 June 2025, the Group announced that it had secured a facility of up to RM45.2 million from AmBank (M) Berhad, which will be utilised to settle the remaining outstanding sum of the defaulted Sandakan loan in full and to partially fund the re-opening of the Sandakan Hotel as well as for general working capital purposes. The outstanding sum of the Sandakan loan has been settled in full as announced on 4 July 2025 and the Receivers & Managers have been formally discharged as announced on 7 August 2025.
· During H1 2025, the Group completed the sale and purchase agreements for thirty (30) units of The RuMa Residences, generating a gross consideration of RM46.6 million (approximately US$10.7 million). In addition, sale and purchase agreements for the sale of eighteen (18) more units at The RuMa Residences are expected to complete by the end of December 2025, with a gross consideration of RM24.7 million (approximately US$5.9 million) which would be used towards redeeming the Potensi Angkasa Commercial Paper and/or Medium Term Note ("PASB MTN").
· Other income of US$8.2 million (H1 2024: US$7.0 million).
· Operating profit of US$3.4 million reported (H1 2024: US$2.8 million loss) which includes a foreign exchange gain of US$7.5 million due to the appreciation of the Malaysian Ringgit, in which all of the Group's assets were denominated in. Should the unrealized foreign exchange gain be excluded, the Group reported operating loss of US$4.1 million.
· Profit after tax of US$2.5 million (H1 2024: US$4.6 million loss), however, excluding the foreign exchange gain as mentioned above, the loss after tax would be US$4.9 million.
· Total comprehensive loss of US$2.5 million (H1 2024: US$2.7 million loss).
· Net asset value of US$45.7 million (31 December 2024 (audited): US$41.7 million) or US$0.21 per share (31 December 2024 (audited): US$0.24 per share).
"The first half results of 2025 reflect the early outcome of the Group's implementation of its business priorities of preserving its limited cash balances, safeguarding ownership of the remaining assets to prevent destruction of value from distressed force sale activities and critically raising funds and bank refinancing to elevate the Group from its financial distress position. US$6.5 million of new funds have been raised to partially settle outstanding loans and therefore reducing financing costs incurred. The Group also expedited completion of the past sale and purchase agreements of the RuMa Residences units, further lowering its debts which were paying exorbitant interest rates. One of the Group's bank refinancing exercises was secured before the close of the half year period, with draw down on 4 July 2025. This new facility is more favourable in financing terms than the previous facility, including at a significantly lower interest rate (below 6% per annum vs. previous loans >10% per annum) and with up to 10 years of repayment period from the date of first drawdown (inclusive of 12 months grace period). However, the Group has other PASB MTN tranches that will be due in the coming months between October to December 2025 which the Management is addressing the repayment profiles that are very short term in nature and needs to be refinanced. The Management is also very focused on restarting the operations on its Sandakan Hotel asset, which has presented itself with costs overruns, details of which are further outlined in the section below. All in all, the Group continues to work towards improving operational performance of its assets and remains focused on restructuring the Group's debt profile, and there are still significant amounts of work to be done ahead."
|
Aseana Properties Limited |
Tel: +60 (12) 2255 305 |
|
Lim Tian Huat (Chairman) |
Email: [email protected] |
|
|
|
|
Allenby Capital Limited |
Tel: +44 (0) 20 3328 5656 |
|
Nick Naylor / Nick Athanas / Ashur Joseph |
|
|
|
|
Introduction
The Directors hereby submit their report on the results of Aseana Properties Limited and its Group of companies for the six months ended 30 June 2025.
For the six months ended 30 June 2025, the Group recorded an unaudited operating revenue of US$9.6 million (H1 2024: US$7.0 million), driven by higher revenue from The RuMa Hotel and Residences, including completion of the sale of thirty (30) The RuMa Residence units. Operating performance turned profitable with an operating profit of US$3.4 million generated (H1 2024: US$2.8 million losses), driven by the reported foreign exchange gain of US$7.5 million due to strong appreciation of Malaysian Ringgit against reporting currency of US Dollars. Operating performance excluding the foreign exchange differences is down on the prior year driven largely by the higher costs accrued in relation to the upcoming re-opening of the Sandakan Hotel as well as provision for certain costs that management consider highly likely to be incurred, but partially off-set by the completion of The RuMa Residence units sale & purchase agreements, improved operating performances of The RuMa Hotel and Harbour Mall in Sandakan. Net financing costs have decreased to US$0.9 million (H1 2024: US$1.8 million) due to partial settlement of the Sandakan loan amounted to c.US$5.5 million. Net profit for the period reported at US$2.5 million (H1 2024: US$4.6 million losses).
The Group's unaudited net asset value as at 30 June 2025 stood at US$45.7 million (31 December 2024 (audited): US$41.7 million) due to new equity raised and profit earned during the first half period of 2025. This translates to 21 US cents per voting share (31 December 2024 (audited): 24 US cents).
Our Business Focus and Recent Property Divestments
The business focus for the Group is still preserving cash balances, safeguarding ownership of the remaining assets to prevent destruction of value from distressed force sale activities and critically raising funds and bank refinancing to elevate the Group from its current financial distress position. Asset divestment remains a strategic option to the Board, but in a measured manner so as not to compromise shareholder value.
In January 2025, the Company entered into a conditional subscription agreement (the "Subscription Agreement") with Neuchatel Investment Holdings Limited ("Neuchatel") for the subscription of new ordinary shares of US$0.05 each in the Company (the "Subscription Shares"). Under the Subscription Agreement, Neuchatel subscribed for such number of Subscription Shares in the Company constituting up to 29.9% of the Company's enlarged issued share capital at a subscription price of US$0.08 per Subscription Share (the "Issue Price" together the "Subscription"). The circular in relation to the Subscription was published in the latter stages of January 2025 and a general meeting was held in late February 2025, during which shareholders approved the issue and allotment of 68,190,000 ordinary shares to Neuchatel.
The gross proceeds of US$5.4 million were predominantly allocated to partially settling the outstanding Medium Term Notes issued by the Company's indirect subsidiary, Silver Sparrow Bhd (collectively the "SSB MTN" or "Sandakan loan"), on 4 March 2025. As at the reporting date, approximately RM24.0 million (c.US$5.4 million) had been applied towards the SSB MTN, reducing the SSB MTN principal balance as at 30 June 2025 to approximately RM38.0 million (c.US$9.1 million).
In March 2025, the Company entered into an agreement to raise approximately US$1.1 million (before expenses) by way of a private placement of 13,334,000 existing ordinary shares of US$0.05 each in the capital of the Company currently held in treasury by the Company (the "Treasury Shares") at a price of US$0.08 per share (the "Treasury Share Placement"). The Treasury Shares represented 5.5 per cent of the enlarged issued share capital of the Company after the Subscription and following completion of the Treasury Share Placement, the Company no longer holds any shares in treasury.
The gross proceeds of US$1.1 million were primarily allocated towards the debt refinancing exercise and to also fund the associated transaction fees.
In February, March, April and June, 19 tranches of the PASB MTN with principal amount of RM37.1 million (c.US$8.8 million), secured by charges over The RuMa Hotel and Residences which have their maturity dates falling due in February, March, April and June 2025 respectively, have successfully secured an 180-day maturity dates extension from the noteholders and trustee. However, these PASB MTN will due in the coming months between October to December 2025 which the Management is addressing the repayment profiles that are very short term in nature and needs to be refinanced.
The Group has sold a total of eighteen units of the unsold RuMa Residences for total gross proceeds of RM24.7 million (approximately US$5.9 million), with the sale of the units expected to complete by the end of December 2025, with the funds being put towards redeeming the PASB MTN.
The Group continues to work on improving the performances of its operating assets and seeks to re-open the Sandakan Hotel by the end of 2025 or early 2026. Nevertheless, costs of re-opening the Sandakan Hotel (includes rectify defects, undertake major servicing of mechanical, electrical, and plant equipment, replace obsolete interior design elements and equipment, carry out necessary renovations to refresh the property, and replace furniture, fixtures, operating equipment, and supplies) are significantly higher (at c.US$5 million) than initially anticipated (c.US$1.5 million) due to the lapse of approximately five years since the hotel was shut down in mid-2020, which has taken a toll on the condition of the hotel compared to original expectations.
At the Annual General Meeting on 30 May 2025, Lim Tian Huat, Dato Dr Kok Cheong Thong and Leong Kheng Cheong who had retired by rotation were re-elected as Directors.
Acknowledgements
I would like to take this opportunity to thank my colleagues on the Board and throughout our Group and our external advisers, bankers and service providers for their tireless efforts on behalf of the Group and its Shareholders.
Thank you.
LIM TIAN HUAT
Chairman
30 September 2025
|
Project |
Type |
Effective Ownership * |
Approximate Gross Floor Area (sq m) |
Approximate Land Area (sq m) |
|
Completed projects |
|
|
|
|
|
The RuMa Hotel and Residences Kuala Lumpur, Malaysia |
Luxury residential tower and bespoke hotel |
100.0% |
40,000 |
4,000 |
|
Sandakan Harbour Square Sandakan, Sabah, Malaysia |
Retail lots, hotel and retail mall |
100.0% |
126,000 |
48,000 |
|
Undeveloped projects |
|
|
|
|
|
Kota Kinabalu Land Parcel |
Land parcel approved for future development and services reserve |
80.0% |
N/A |
172,900 |
* Shareholding as at 30 June 2025
N/A: Not available/ Not applicable
FOR THE SIX MONTHS ENDED 30 JUNE 2025
|
|
|
Unaudited |
Unaudited |
Audited |
|
|
Notes |
Six months ended 30 June |
Six months ended 30 June |
Year 31 December |
|
|
|
2025 |
2024 |
2024 |
|
Continuing activities |
|
US$'000 |
US$'000 |
US$'000 |
|
Revenue |
3 |
10,704 |
- |
2,875 |
|
Cost of sales |
5 |
(9,297) |
- |
(4,116) |
|
Gross profit/(loss) |
|
1,407 |
- |
(1,241) |
|
Other income |
|
8,233 |
7,031 |
15,602 |
|
Administrative expenses |
|
(527) |
(559) |
(2,139) |
|
Other operating expenses |
|
(13,146) |
(5,846) |
(17,206) |
|
Foreign exchange gain/(loss) |
6 |
7,452 |
(3,449) |
3,099 |
|
Operating profit/(loss) |
|
3,419 |
(2,823) |
(1,885) |
|
Finance income |
|
13 |
48 |
111 |
|
Finance costs |
|
(900) |
(1,876) |
(3,727) |
|
Net finance costs |
|
(887) |
(1,828) |
(3,616) |
|
Net profit/(loss) before taxation |
|
2,532 |
(4,651) |
(5,501) |
|
Taxation |
7 |
- |
65 |
(4,479) |
|
Profit/(Loss) for the period/year |
|
2,532 |
(4,586) |
(9,980) |
Other comprehensive income/(loss), net of tax
Items that are or may be reclassified subsequently to profit or loss
|
Foreign currency translation differences |
|
(5,071) |
1,926 |
(1,960) |
|
Total other comprehensive |
|
(5,071) |
1,926 |
(1,960) |
|
Total comprehensive income/(loss) |
|
(2,539) |
(2,660) |
(11,940) |
|
Profit/(Loss) attributable to: |
|
|
|
|
|
Equity holders of the parent company |
|
2,538 |
(4,507) |
(9,900) |
|
Non-controlling interests |
|
(6) |
(79) |
(80) |
|
Total |
|
2,532 |
(4,586) |
(9,980) |
|
|
|
|
|
|
|
Total comprehensive profit/(loss) |
|
|
|
|
|
Equity holders of the parent company |
|
(2,541) |
(2,748) |
(12,033) |
|
Non-controlling interests |
|
2 |
88 |
93 |
|
Total |
|
(2,539) |
(2,660) |
(11,940) |
|
Profit/(Loss) per share Basic and diluted (US cents) |
|
1.18 |
(2.82) |
(5.74) |
AS AT 30 JUNE 2025
|
|
|
Unaudited |
Unaudited |
Audited |
|
|
Notes |
As at 30 June |
As at 30 June |
As at 31 December |
|
|
|
2025 |
2024 |
2024 |
|
|
|
US$'000 |
US$'000 |
US$'000 |
|
Non-current assets |
|
|
|
|
|
Property, plant and equipment |
|
- |
189 |
- |
|
Intangible assets |
|
- |
578 |
- |
|
Deferred tax assets |
|
- |
4,394 |
- |
|
Total non-current assets |
|
- |
5,161 |
- |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Property, plant and equipment |
|
651 |
- |
283 |
|
Intangible assets |
|
28 |
- |
28 |
|
Inventories |
|
117,317 |
115,110 |
119,065 |
|
Trade and other receivables |
|
1,416 |
1,601 |
2,416 |
|
Prepayments |
|
379 |
320 |
267 |
|
Current tax assets |
|
313 |
280 |
295 |
|
Cash and cash equivalents |
|
5,268 |
4,774 |
7,462 |
|
Total current assets |
|
125,372 |
122,085 |
129,816 |
|
|
|
|
|
|
|
TOTAL ASSETS |
|
125,372 |
127,246 |
129,816 |
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
Share capital |
|
12,069 |
8,659 |
8,659 |
|
Share premium |
|
209,244 |
207,527 |
206,132 |
|
Capital redemption reserve |
|
3,841 |
(8,614) |
3,841 |
|
Translation reserve |
|
(33,737) |
(24,765) |
(28,657) |
|
Accumulated losses |
|
(145,790) |
(136,020) |
(148,328) |
|
Shareholders' equity |
|
45,627 |
46,787 |
41,647 |
|
Non-controlling interests |
|
43 |
35 |
40 |
|
Total equity |
|
45,670 |
46,822 |
41,687 |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
|
58,037 |
49,378 |
58,908 |
|
Amount due to non-controlling interests |
|
1,177 |
1,051 |
1,108 |
|
Loans and borrowings |
10 |
2,610 |
1,377 |
2,602 |
|
Medium term notes |
11 |
17,878 |
28,618 |
25,511 |
|
Total current liabilities |
|
79,702 |
80,424 |
88,129 |
|
|
|
|
|
|
|
Total liabilities |
|
79,702 |
80,424 |
88,129 |
|
|
|
|
|
|
|
TOTAL EQUITY AND LIABILITIES |
|
125,372 |
127,246 |
129,816 |
FOR THE SIX MONTHS ENDED 30 JUNE 2025 - UNAUDITED
|
|
Redeemable Ordinary Shares US$'000 |
Management Shares US$'000 |
Share Premium US$'000 |
Capital Redemption Reserve US$'000 |
Translation Reserve US$'000 |
Accumulated Losses US$'000 |
Total Equity Attributable to Equity Holders of the Parent US$'000 |
Non- Controlling Interests US$'000 |
Total Equity US$'000 |
|
As at 1 January 2025 |
8,659 |
-# |
206,132 |
3,841 |
(28,657) |
(148,328) |
41,647 |
40 |
41,687 |
|
Profit/(Loss) for the period |
- |
- |
- |
- |
- |
2,538 |
2,538 |
(6) |
2,532 |
|
Total other comprehensive (loss)/income |
- |
- |
- |
- |
(5,080) |
- |
(5,080) |
9 |
(5.071) |
|
Total comprehensive (loss)/income |
- |
- |
- |
- |
(5,080) |
2,538 |
(2,542) |
3 |
(2,539) |
|
Increase of share capital |
3,410 |
- |
2,045 |
- |
- |
- |
5,455 |
- |
5,455 |
|
Disposal of treasury shares |
- |
- |
1,067 |
- |
- |
- |
1,067 |
- |
1,067 |
|
Shareholders' equity at 30 June 2025 |
12,069 |
- |
209,244 |
3,841 |
(33,737) |
(145,790) |
45,627 |
43 |
45,670 |
FOR THE SIX MONTHS ENDED 30 JUNE 2024 - UNAUDITED
|
|
Redeemable Ordinary Shares US$'000 |
Management Shares US$'000 |
Share Premium US$'000 |
Capital Redemption Reserve US$'000 |
Translation Reserve US$'000 |
Accumulated Losses US$'000 |
Total Equity Attributable to Equity Holders of the Parent US$'000 |
Non- Controlling Interests US$'000 |
Total Equity US$'000 |
|
As at 1 January 2024 |
10,601 |
-# |
208,925 |
1,899 |
(26,524) |
(131,513) |
63,388 |
(6,936) |
56,452 |
|
Loss for the period |
- |
- |
- |
- |
- |
(4,507) |
(4,507) |
(79) |
(4,586) |
|
Total other comprehensive income |
- |
- |
- |
- |
1,759 |
- |
1,759 |
167 |
1,926 |
|
Total comprehensive income/(loss) |
- |
- |
- |
- |
1,759 |
(4,507) |
(2,748) |
88 |
(2,660) |
|
Settlement and share cancellation (Note 13) |
(1,942) |
- |
(1,398) |
(10,513) |
- |
- |
(13,853) |
6,883 |
(6,970) |
|
Shareholders' equity at 30 June 2024 |
8,659 |
-# |
207,527 |
(8,614) |
(24,765) |
(136,020) |
46,787 |
35 |
46,822 |
For the year ended 31 December 2024 - audited
|
Consolidated |
Redeemable Ordinary Shares US$'000 |
Management Shares US$'000 |
Share Premium US$'000 |
Capital Redemption Reserve US$'000 |
Translation Reserve US$'000 |
Accumulated Losses US$'000 |
Total Equity Attributable to Equity Holders of the Parent US$'000 |
Non- Controlling Interests US$'000 |
Total Equity US$'000 |
|
Balance at 1 January 2023 |
10,601 |
-# |
208,925 |
1,899 |
(25,436) |
(122,781) |
73,208 |
(5,404) |
67,804 |
|
Loss for the year |
- |
- |
- |
- |
- |
(8,732) |
(8,732) |
(1,741) |
(10,473) |
|
Total other comprehensive (loss)/income for the year |
- |
- |
- |
- |
(964) |
- |
(964) |
209 |
(755) |
|
Total comprehensive loss for the year |
- |
- |
- |
- |
(964) |
(8,732) |
(9,696) |
(1,532) |
(11,228) |
|
Disposal of subsidiaries |
- |
- |
- |
- |
(124) |
- |
(124) |
- |
(124) |
|
As at 31 December 2023/ 1 January 2024 |
10,601 |
-# |
208,925 |
1,899 |
(26,524) |
(131,513) |
63,388 |
(6,936) |
56,452 |
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year |
- |
- |
- |
- |
- |
(9,900) |
(9,900) |
(80) |
(9,980) |
|
Total other comprehensive (loss)/income for the year |
- |
- |
- |
- |
(2,133) |
- |
(2,133) |
173 |
(1,960) |
|
Total comprehensive (loss)/income for the year |
- |
- |
- |
- |
(2,133) |
(9,900) |
(12,033) |
93 |
(11,940) |
|
Settlement with ICB and share cancellation |
(1,942) |
- |
(2,793) |
1,942 |
- |
(6,915) |
(9,708) |
6,883 |
(2,825) |
|
Shareholders' equity at 31 December 2024 |
8,659 |
-# |
206,132 |
3,841 |
(28,657) |
(148,328) |
41,647 |
40 |
41,687 |
# Represents 2 management shares at US$0.05 each
|
|
Unaudited |
Unaudited |
Audited |
|
|
Six months |
Six months |
Year |
|
|
ended 30 June |
ended 30 June |
ended 31 December |
|
|
2025 |
2024 |
2024 |
|
|
US$'000 |
US$'000 |
US$'000 |
|
Cash Flows from Operating Activities |
|
|
|
|
Profit/(Loss) before taxation |
2,532 |
(4,651) |
(5,501) |
|
Impairment of amount due from a related party |
- |
- |
4,145 |
|
Impairment of goodwill |
- |
- |
550 |
|
Finance income |
(13) |
(48) |
(111) |
|
Finance costs |
900 |
1,876 |
3,727 |
|
Unrealised foreign exchange (gain)/loss |
(7,436) |
3,022 |
(3,095) |
|
Capital reduction of NCI |
6 |
- |
- |
|
Depreciation of property, plant and equipment and right-of-use asset |
90 |
26 |
58 |
|
Operating (loss)/profit before changes in working capital |
(3,921) |
225 |
(227) |
|
Changes in working capital: |
|
|
|
|
Decrease/(increase) in inventories |
9,034 |
8 |
(3,758) |
|
Decrease/(increase) in trade and other receivables and prepayments |
1,033 |
(498) |
(561) |
|
(Decrease)/increase in trade and other payables |
(2,043) |
(2,672) |
13,187 |
|
Cash generated from/(used in) operations |
4,103 |
(2,937) |
8,641 |
|
Interest paid |
(900) |
(3) |
(3,541) |
|
Tax refunded |
- |
(1,726) |
(4) |
|
|
|
|
|
|
Net cash generated from/(used in) operating activities |
3,203 |
(4,666) |
5,096 |
|
|
|
|
|
|
Cash Flows from Investing Activities |
|
|
|
|
Purchase of property, plant and |
(364) |
(23) |
(143) |
|
Finance income received |
- |
48 |
111 |
|
|
|
|
|
|
Net cash (used in)/from investing activities |
(364) |
25 |
(32) |
|
|
Unaudited |
Unaudited |
Audited |
|
|
Six months |
Six months |
Year |
|
|
ended June |
ended 30 June |
ended 31 December |
|
|
2025 |
2024 |
2024 |
|
|
US$'000 |
US$'000 |
US$'000 |
|
Cash Flows from Financing Activities |
|
|
|
|
Proceeds from short term loan |
- |
1,000 |
- |
|
Proceeds from sale of treasury shares |
1,067 |
- |
- |
|
Proceeds from issuance of share capital |
5,455 |
|
- |
|
Drawdown of loans and borrowings |
- |
157 |
1,150 |
|
Repayment of loans and borrowings |
(9,008) |
(53) |
(4,418) |
|
|
|
|
|
|
Net cash (used in)/generated from financing activities |
(2,486) |
1,104 |
(3,268) |
|
|
|
|
|
|
Net changes in cash and cash equivalents during the period/year |
353 |
(3,537) |
1,796 |
|
Effect of changes in exchange rates |
(2,547) |
4,038 |
1,393 |
|
Cash and cash equivalents at the beginning of the period/year |
7,462 |
4,273 |
4,273 |
|
Cash and cash equivalents at the end of the period/year (i) |
5,268 |
4,774 |
7,462 |
(i) Cash and Cash Equivalents
Cash and cash equivalents included in the consolidated statement of cash flows comprise the following consolidated statement of financial position amounts:
|
|
Unaudited |
Unaudited |
Audited |
|
|
Six months |
Six months |
Year |
|
|
ended June |
ended 30 June |
ended 31 December |
|
|
2025 |
2024 |
2024 |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
Cash and bank balances |
4,163 |
2,428 |
5,307 |
|
Short term bank deposits |
1,105 |
2,346 |
2,155 |
|
|
5,268 |
4,774 |
7,462 |
|
Less: Deposits pledged (ii) |
(1,090) |
(2,333) |
(2,141) |
|
Cash and cash equivalents |
4,178 |
2,441 |
5,321 |
(ii) Included in short term bank deposits and cash and bank balance is US$1,089,782 (31 December 2024: US$2,141,000; 30 June 2024: US$2,333,000) pledged for loans and borrowings and Medium Term Notes of the Group.
The principal activities of the Group were the development of upscale residential and hospitality projects in Malaysia. The Group's immediate focus is to resolve the debt situation, particularly with the SSB MTN being in default. The Group is also focused on carrying out its divestment program for certain Malaysian assets, to repay its debts.
The interim condensed consolidated financial statements for the six months ended 30 June 2025 have been prepared in accordance with IAS 34, Interim Financial Reporting.
The interim condensed consolidated financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2024 which have been prepared in accordance with IFRS.
Taxes on income in the interim period are accrued using the tax rate that would be applicable to expected total annual earnings.
The interim results have not been audited nor reviewed and do not constitute statutory financial statements.
The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.
The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2024 as described in those annual financial statements.
The interim report and financial statements were approved by the Board of Directors on 30 September 2025.
Segmental information represents the level at which financial information is reported to the Board of Directors, being the chief operating decision makers as defined in IFRS 8. The Directors determine the operating segments based on reports reviewed and used by their staff for strategic decision making and resource allocations. For management purposes, the Group is organised into project units.
The Group's reportable operating segments are as follows:
(i) Investment Holding Companies - investing activities;
(ii) Ireka Land Sdn. Bhd. - developed Tiffani ("Tiffani") by i-ZEN;
(iii) ICSD Ventures Sdn. Bhd. - owns and operates Harbour Mall Sandakan ("HMS") and the Sandakan Hotel asset ("SHA");
(iv) Amatir Resources Sdn. Bhd. - developed SENI Mont' Kiara ("SENI"); and
(v) Urban DNA Sdn Bhd, - developed The RuMa Hotel and Residences ("The RuMa").
Other non-reportable segments comprise the Group's development projects. None of these segments meets any of the quantitative thresholds for determining reportable segments in 2025 and 2024.
Information regarding the operations of each reportable segment is included below. The Board of Directors monitors the operating results of each segment for the purpose of performance assessments and making decisions on resource allocation. Performance is based on segment gross profit/(loss) and profit/(loss) before taxation, which the Directors believes are the most relevant in evaluating the results relative to other entities in the industry. Segment assets and liabilities are presented inclusive of inter-segment balances and inter-segment pricing is determined on an arm's length basis.
The Group's revenue generating development projects are in Malaysia.
Operating Segments ended 30 June 2025 - Unaudited
|
|
Investment Holding Companies |
Ireka |
ICSD Ventures Sdn. Bhd. |
Amatir Resources Sdn. Bhd. |
The RuMa Hotel KL Sdn. Bhd. |
Urban DNA Sdn. Bhd. |
Total |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Segment (loss)/profit before taxation |
(5,467) |
(3) |
(861) |
(85) |
288 |
706 |
(5,422) |
|
Included in the measure of segment profit/(loss) are: |
|
|
|
|
|
|
|
|
Revenue |
- |
- |
- |
- |
- |
10,704 |
10,704 |
|
Cost of sales |
- |
- |
- |
- |
- |
(9,297) |
(9,297) |
|
Revenue from hotel operations |
- |
- |
- |
- |
6,874 |
- |
6,874 |
|
Revenue from mall operations |
- |
- |
1,248 |
- |
- |
- |
1,248 |
|
Expenses from hotel operations |
- |
- |
(911) |
- |
(6,516) |
- |
(7,427) |
|
Expenses from mall operations |
- |
- |
(722) |
- |
- |
- |
(722) |
|
Expenses from hotel investment |
(5,014) |
- |
- |
- |
- |
- |
(5,014) |
|
Depreciation of property, plant and equipment |
- |
- |
(28) |
- |
(32) |
- |
(60) |
|
Finance costs |
- |
- |
(518) |
(87) |
- |
(295) |
(900) |
|
Segment assets |
422 |
63 |
42,045 |
382 |
1,855 |
72,586 |
117,353 |
|
Segment liabilities |
6,704 |
5 |
2,151 |
1,497 |
5,033 |
42,532 |
57,922 |
Reconciliation of reportable segment revenues, profit or loss, assets and liabilities and other material items
|
Profit or loss |
US$'000 |
|
Total loss for reportable segments |
(5,422) |
|
Other non-reportable segments |
7,972 |
|
Depreciation |
(30) |
|
Finance income |
12 |
|
|
|
|
|
|
|
Consolidated profit before taxation |
2,532 |
|
|
US$'000 |
Revenue |
Depreciation |
Finance |
Finance |
Segment |
Segment liabilities |
Addition to non-current assets |
|
|
Total reportable segment |
10,704 |
(60) |
(900) |
1 |
117,353 |
57,922 |
364 |
|
|
Other non-reportable segments |
- |
(30) |
- |
12 |
8,019 |
21,780 |
- |
|
Consolidated total |
10,704 |
(90) |
(900) |
13 |
125,372 |
79,702 |
364 |
|
|
|
|
|
|
|
|
|
|
|
Operating Segments ended 30 June 2024 - Unaudited
|
|
Investment Holding Companies |
Ireka |
ICSD Ventures Sdn. Bhd. |
Amatir Resources Sdn. Bhd. |
The RuMa Hotel KL Sdn. Bhd. |
Urban DNA Sdn. Bhd. |
Total |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Segment (loss)/profit before taxation |
(1,869) |
(858) |
(193) |
(876) |
944 |
(1,063) |
(3,915) |
|
Included in the measure of segment (loss)/profit are: |
|
|
|
|
|
|
|
|
Revenue |
- |
- |
- |
- |
- |
- |
- |
|
Cost of sales |
- |
- |
- |
- |
- |
- |
- |
|
Revenue from hotel operations |
- |
- |
- |
- |
5,787 |
- |
5,787 |
|
Revenue from mall operations |
- |
- |
1,131 |
- |
- |
- |
1,131 |
|
Expenses from hotel operations |
- |
- |
(137) |
- |
(4,799) |
- |
(4,936) |
|
Expenses from mall operations |
- |
- |
(624) |
- |
- |
- |
(624) |
|
Depreciation of property, plant and equipment |
- |
- |
(13) |
- |
(13) |
- |
(26) |
|
Finance costs |
(150) |
- |
(647) |
(107) |
- |
(842) |
(1,746) |
|
Finance income |
- |
- |
24 |
- |
- |
- |
24 |
|
Segment assets |
86 |
59 |
36,638 |
337 |
1,217 |
79,616 |
117,953 |
|
Segment liabilities |
1,733 |
4 |
1,641 |
1,407 |
5,684 |
38,217 |
48,686 |
Reconciliation of reportable segment revenues, profit or loss, assets and liabilities and other material items
|
Profit or loss |
US$'000 |
|
Total loss for reportable segments |
(3,915) |
|
Other non-reportable segments |
(630) |
|
Depreciation |
- |
|
Finance income |
(130) |
|
Finance cost |
24 |
|
Others |
- |
|
|
|
|
Consolidated loss before taxation |
(4,651) |
|
US$'000 |
Revenue |
Depreciation |
Finance |
Finance |
Segment |
Segment liabilities |
Addition to non-current assets |
|
Total reportable segment |
- |
(26) |
(1,766) |
24 |
117,953 |
48,686 |
23 |
|
Other non-reportable segments |
- |
- |
(130) |
24 |
9,293 |
31,738 |
- |
|
Consolidated total |
- |
(26) |
(1,876) |
48 |
127,246 |
80,424 |
23 |
Operating Segments - Year ended 31 December 2024 - Audited
|
|
Investment Holding Companies |
Ireka Land Sdn. Bhd. |
ICSD Ventures Sdn. Bhd. |
Amatir Resources Sdn. Bhd. |
The RuMa Hotel KL Sdn. Bhd. |
Urban DNA Sdn. Bhd. |
Total |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
S$'000 |
US$'000 |
|
Segment (loss)/profit before taxation |
(5,874) |
(891) |
(421) |
(1,009) |
2,629 |
(1,687) |
(7,253) |
|
Included in the measure of segment (loss)/profit are: |
|
|
|
|
|
|
|
|
Revenue |
- |
- |
- |
- |
- |
2,875 |
2,875 |
|
Cost of sales |
- |
- |
- |
- |
- |
(4,116) |
(4,116) |
|
Other income from hotel operations |
- |
- |
- |
- |
13,092 |
- |
13,092 |
|
Other income from mall operations |
- |
- |
2,296 |
- |
- |
- |
2,296 |
|
Expenses from hotel operations |
- |
- |
(275) |
- |
(10,363) |
- |
(10,638) |
|
Expenses from mall operations |
- |
- |
(1,223) |
- |
- |
- |
(1,223) |
|
Depreciation of property, plant and equipment |
- |
- |
(28) |
- |
(30) |
- |
(58) |
|
Finance costs |
(150) |
- |
(1,382) |
(211) |
- |
(1,713) |
(3,456) |
|
Finance income |
- |
1 |
43 |
1 |
- |
1 |
46 |
|
Segment assets |
17 |
65 |
38,912 |
360 |
1,730 |
79,273 |
120,357 |
|
Segment liabilities |
1,655 |
3 |
2,120 |
1,480 |
4,863 |
47,796 |
57,917 |
Reconciliation of reportable segment revenues, profit or loss, assets and liabilities and other material items
|
Profit or loss |
US$'000 |
|
Total loss for reportable segments |
(7,253) |
|
Other non-reportable segments |
1,958 |
|
Finance income |
65 |
|
Finance costs |
(271) |
|
Consolidated loss before taxation |
(5,501) |
|
US$'000 |
Revenue |
Depreciation |
Finance |
Finance |
Segment |
Segment liabilities |
Addition to non-current assets |
|
Total reportable segment |
2,875 |
(58) |
(3,456) |
46 |
120,357 |
57,917 |
139 |
|
Other non-reportable segments |
- |
- |
(271) |
65 |
9,459 |
30,212 |
- |
|
Consolidated total |
2,875 |
(58) |
(3,727) |
111 |
129,816 |
88,129 |
139 |
Geographical Information - six months ended 30 June 2025 - Unaudited
|
|
|
|
Malaysia |
Total |
|
|
|
|
US$'000 |
US$'000 |
|
Revenue |
|
|
10,704 |
10,704 |
|
Non-current assets |
|
|
- |
- |
Geographical Information - six months ended 30 June 2024 - Unaudited
|
|
|
|
Malaysia |
Total |
|
|
|
|
US$'000 |
US$'000 |
|
Revenue |
|
|
- |
- |
|
Non-current assets |
|
|
5,161 |
5,161 |
Geographical Information - year ended 31 December 2024 - Audited
|
|
|
|
Malaysia |
Total |
|
|
|
|
US$'000 |
US$'000 |
|
Revenue |
|
|
2,875 |
2,875 |
|
Non-current assets |
|
|
- |
- |
In the financial period/year ended 30 June 2025; 30 June 2024; 31 December 2024, no single customer exceeded 10% of the Group's total revenue.
The Group's business operations were not materially affected by seasonal factors for the period under review.
|
|
Unaudited |
Unaudited |
Audited |
|
|
Six months |
Six months |
Year |
|
|
ended 30 June |
ended 30 June |
ended 31 December |
|
|
2025 |
2024 |
2024 |
|
|
US$'000 |
US$'000 |
US$'000 |
|
Direct costs attributable to: |
|
|
|
|
Completed Units |
9,297 |
- |
4,116 |
|
|
Unaudited |
Unaudited |
Audited |
|
|
Six months |
Six months |
Year |
|
|
ended 30 June |
ended 30 June |
ended 31 December |
|
|
2025 |
2024 |
2024 |
|
|
US$'000 |
US$'000 |
US$'000 |
|
Foreign exchange gain/(loss) comprises: |
|
|
|
|
Realised foreign exchange gain/(loss) |
16 |
(428) |
4 |
|
Unrealised foreign exchange gain/(loss) |
7,436 |
(3,021) |
3,095 |
|
|
7,452 |
(3,449) |
3,099 |
|
|
Unaudited |
Unaudited |
Audited |
|
|
Six months |
Six months |
Year |
|
|
ended 30 June |
ended 30 June |
ended 31 December |
|
|
2025 |
2024 |
2024 |
|
|
US$'000 |
US$'000 |
US$'000 |
|
Current tax credit |
- |
(65) |
(68) |
|
Deferred tax (credit)/expense |
- |
- |
4,547 |
|
Total tax credit for the period/year |
- |
(65) |
4,479 |
7 Taxation (Cont'd)
The numerical reconciliation between the income tax expense and the product of accounting results multiplied by the applicable tax rate is computed as follows:
|
|
Unaudited |
Unaudited |
Audited |
|
|
Six months |
Six months |
Year |
|
|
ended 30 June |
ended 30 June |
ended 31 December |
|
|
2025 |
2024 |
2024 |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
Net profit/(loss) before taxation |
2,532 |
(4,651) |
(5,501) |
|
|
|
|
|
|
Income tax at rate of 24% |
607 |
(1,116) |
(1,320) |
|
|
|
|
|
|
Add : |
|
|
|
|
Tax effect of expenses not deductible in determining taxable profit |
468 |
3,786 |
2,697 |
|
Current year losses and other tax benefits for which no deferred tax asset was recognised |
- |
566 |
9 |
|
Underprovision of deferred tax in respect of prior year |
- |
- |
4,547 |
|
Less : |
|
|
|
|
Tax effect of utilization of tax losses |
(347) |
- |
(631) |
|
Tax effect of income not taxable in determining taxable profit |
(728) |
(3,236) |
(755) |
|
Over-provision in respect of prior period/year |
- |
(65) |
(68) |
|
Total tax credit for the period/year |
- |
(65) |
4,479 |
The applicable corporate tax rate in Malaysia is 24%.
The Company is treated as a tax resident of Jersey for the purpose of Jersey tax laws and is subject to a tax rate of 0%.
Basic and diluted profit/(loss) per ordinary share
The calculation of basic and diluted loss per ordinary share for the period/year ended was based on the profit/(loss) attributable to equity holders of the parent and a weighted average number of ordinary shares outstanding, calculated as below:
|
|
Unaudited |
Unaudited |
Audited |
|
|
As at 30 June |
As at 30 June |
As at 31 December |
|
|
2025 |
2024 |
2024 |
|
|
US$'000 |
US$'000 |
US$'000 |
|
Profit/(Loss) attributable to equity holders of the parent |
2,538 |
(4,507) |
(9,900) |
|
Weighted average number of shares |
214,984 |
159,853 |
172,587 |
|
|
|
|
|
|
Profit/(Loss) per share |
|
|
|
|
Basic and diluted (US cents) |
1.18 |
(2.82) |
(5.74) |
|
|
|
Unaudited |
Unaudited |
Audited |
|
|
|
As at 30 June |
As at 30 June |
As at 31 December |
|
|
|
2025 |
2024 |
2024 |
|
|
|
US$'000 |
US$'000 |
US$'000 |
|
Current |
|
|
|
|
|
Bank loans |
|
2,610 |
1,377 |
2,602 |
|
|
|
2,610 |
1,377 |
2,602 |
The effective interest rates on the bank loans and finance lease arrangement for the period is 13.3% (30 June 2024: 12%; 31 December 2024: 13.3%) per annum respectively.
Borrowings are denominated in Malaysian Ringgit.
Borrowings are secured by land held for property development, operating assets of the Group, pledged deposits and some are secured by the corporate guarantee of the Company.
Reconciliation of movement of loans and borrowings to cash flows arising from financing activities:
|
|
As at 1 |
Drawdown of loan |
Repayment of loan |
Foreign exchange movements |
As at 30 |
|
Unaudited |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Bank loans |
2,602 |
- |
(83) |
91 |
2,610 |
|
|
As at 1 |
Drawdown of loan |
Repayment of loan |
Foreign exchange movements |
As at 30 |
|
Unaudited |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Bank loans |
1,471 |
- |
(53) |
(41) |
1,377 |
|
|
As at 1 January |
Drawdown of loan |
Repayment of loan |
Foreign exchange movements |
As at 31 December |
|
Audited |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Bank loans |
1,471 |
1,150 |
- |
(19) |
2,602 |
|
|
Unaudited |
Unaudited |
Audited |
|
|
As at |
As at |
As at |
|
|
30 June |
30 June |
31 December |
|
|
2025 |
2024 |
2024 |
|
|
US$'000 |
US$'000 |
US$'000 |
|
Outstanding medium term notes |
17,878 |
28,618 |
25,511 |
|
Less: |
|
|
|
|
Repayment due within twelve months* |
(17,878) |
(28,618) |
(25,511) |
|
Repayment due after twelve months |
- |
- |
- |
* Nil net transaction costs in relation to medium term notes due within twelve months. (30 June 2024: Nil; 31 December 2024: Nil)
Reconciliation of movement of medium term notes to cash flows arising from financing activities:
|
|
As at 1 January |
Drawdown of loan |
Repayment of loan |
Foreign exchange movements |
As at 30 |
|
Unaudited |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Medium Term Notes |
25,511 |
- |
(8,925) |
1,292 |
17,878 |
|
|
As at 1 January |
Drawdown of loan |
Repayment of loan |
Foreign exchange movements |
As at 30 |
|
Unaudited |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Medium Term Notes |
29,263 |
157 |
- |
(802) |
28,617 |
|
|
As at 1 January |
Drawdown of loan |
Repayment of loan |
Foreign exchange movements |
As at 31 December 2024 |
|
Audited |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Medium Term Notes |
29,263 |
- |
(4,418) |
666 |
25,511 |
Notes issued by Silver Sparrow Berhad
The medium term notes (the "SSB MTNs" or "MTNs") were issued by Silver Sparrow Berhad ("SSB"), an indirect subsidiary of the Company, pursuant to a programme with a tenor of ten (10) years from the first issue date of the notes. The MTNs were issued by a subsidiary, to fund two development projects known as Sandakan Harbour Square and Aloft Kuala Lumpur Sentral ("AKLS") in Malaysia.
Following the completion of the sale of the AKLS by the Group in 2016, the net adjusted price value for the sale of AKLS, which included the sale of the entire issued share capital of ASPL M3B Limited and Iringan Flora Sdn. Bhd. (the "Aloft Companies") were used to redeem the MTN Series 2 and Series 3. Following the completion of the disposal of AKLS, US$96.25 million (RM394.0 million) of MTN associated with the AKLS (Series 3) and the former Four Points Sheraton Sandakan (Series 2) were repaid on 19 August 2016. The charge in relation to AKLS was also discharged following the completion of the disposal.
The Group completed the "roll-over" for the remaining MTNs of US$24.43 million which was due on 10 December 2020, 2021.
A repayment of US$8.89 million (RM39.0 million) was made on 7 April 2022. Subsequently, the remaining MTNs were further "rolled over" and were repayable on 8 December 2023, but they remain outstanding.
The MTNs matured on 8 December 2023 however due to the non-completion of the sale of the Sandakan assets, an event of default occurred as evidenced by the receipt of a Notice of Default received from the facility agent.
On 5 November 2024 vide a Debenture from SSB and ICSD Ventures Sdn Bhd ("ICSD") giving MIBB a fixed and floating charge over the present and future assets and properties of SSB and ICSD, KPMG Corporate Restructuring PLT was appointed as Receivers and Managers (the "R&M") to ICSD.
On 24 February 2025, shareholders approved a fundraising by issuance of 68,190,000 new ordinary shares at an issue price of US$0.08 each to Neuchatel. The subscription amount of US$5.4 million was received on 27 February 2025 and predominantly all of such proceeds were applied to partially settle the outstanding SSB MTN. As at 30 June 2025, the defaulted SSB MTN principal balance has been reduced from c.RM61 million to c.RM38 million or c.US$9.1 million (31 December 2024 (audited): US$13.6 million).
Notes issued by Potensi Angkasa Sdn. Bhd
Potensi Angkasa Sdn Bhd ("PASB"), an indirect subsidiary incorporated on 25 February 2019, has secured a commercial paper and/or medium term notes programme of not exceeding US$19.07 mil (RM90.0 million) ("CP/MTN Programme") to fund a project known as The RuMa Hotel and Residences. PASB may, from time to time, issue commercial paper and/or medium term notes (the "PASB Notes" or "Notes") whereby the nominal value of outstanding Notes shall not exceed US$19.07 million (RM90.0 million) at any one time.
The effective interest rates of the medium-term notes and their outstanding principal amounts were as follows:
|
|
Maturity Dates |
Interest rate % per annum |
US$'000 |
|
Tranche 256-271 |
18 Aug 2025 |
10.0 |
1,353 |
|
Tranche 272-283 |
2 Sep 2025 |
10.0 |
677 |
|
Tranche 284-288 |
30 Sep 2025 |
10.0 |
902 |
|
Tranche 289-306 |
13 Oct 2025 |
10.0 |
1,127 |
|
Tranche 307 |
9 Dec 2025 |
11.0 |
4,748 |
|
|
|
|
8,807 |
Security for CP/MTN Programme
(a) A legal charge over the Designated Accounts by the PASB and/or the Security Party (as defined below) (as the case may be) and assignment of the rights, titles, benefits and interests of the PASB and/or the Security Party (as the case may be) thereto and the credit balances therein on a pari passu basis among all Notes, subject to the following:
(ii) In respect of the 75% of the sale proceeds of a Secured Asset ("Net Sale Proceeds") arising from the disposal of a Secured Asset, the Noteholders of the relevant Tranche secured by such Secured Asset shall have the first ranking security over such Net Sale Proceeds;
(iii) In respect of the insurance proceeds from the Secured Assets ("Insurance Proceeds"), the Noteholders of the relevant Tranche secured by such Secured Asset shall have the first ranking security over such Insurance Proceeds;
(iv) In respect of the sale deposits from the Secured Assets ("Sale Deposits"), the Noteholders of the relevant Tranche secured by such Secured Asset shall have the first ranking security over such Sale Deposits;
(v) In respect of the amount at least equivalent to an amount payable in respect of any coupon payment of that particular Tranche for the next six (6) months to be maintained by the Issuer ("Issuer's DSRA Minimum Required Balance"), the Noteholders of the relevant Tranche shall have the first ranking security over such Issuer's DSRA Minimum Required Balance;
(vi) In respect of the proceeds from the Collection Account ("CA Proceeds"), the Noteholders of the relevant Tranche shall have the first ranking security over such CA Proceeds; and
(vii) In respect of any amount deposited by the Guarantor which are earmarked for the purposes of an early redemption of a particular Tranche of the Notes and/or principal payment of a particular Tranche of the Notes ("Deposited Amount"), the Noteholders of the relevant Tranche shall have the first ranking security over such Deposited Amount;
(b) An irrevocable and unconditional guarantee provided by the Urban DNA Sdn Bhd for all payments due and payable under the CP/MTN Programme (the "Guarantee"); and
(c) Any other security deemed appropriate and mutually agreed between the PASB and the Principal Adviser/Lead Arranger (the "PA/LA"), the latter being Kenanga Investment Bank Berhad.
Security for each medium term note:
Each Tranche shall be secured by assets (the "Secured Assets") to be identified prior to the issue date of the respective Tranche.
Such Secured Assets may be provided by third party(ies), (which, together with the Guarantor, shall collectively be referred to as "Security Parties" and each a "Security Party") and/or by the PASB. Subject always to final identification of the Secured Asset prior to the issue date of the respective Tranche, the security for any particular Tranche may include but not limited to the following:
(a) Legal assignment and/or charge by the PASB and/or the Security Party (as the case may be) of the Secured Assets;
(b) An assignment over all the rights, titles, benefits and interests of the PASB and/or the Security Party (as the case may be) under all the sale and purchase agreements executed by end-purchasers and any subsequent sale and purchase agreement to be executed in the future by end-purchaser (if any), in relation to the Secured Assets;
(c) A letter of undertaking from Aseana Properties Limited to, amongst others, purchase the Secured Assets ("Letter of Undertaking"); and/or
(d) Any other security deemed appropriate and mutually agreed between the Issuer and the PA/LA and/or Lead Manager prior to the issuance of the relevant Tranche.
The security for each Tranche is referred to as "Tranche Security".
Related party transactions refer to transactions between the Group and its related parties, such as its substantial shareholders and/or key management personnel(s), who is/(are) defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly. The key management personnel include all the Directors of the Group, and certain members of senior management of the Group.
|
|
Unaudited |
Unaudited |
Audited |
|
|
Six months |
Six months |
Year |
|
|
ended 30 June |
ended 30 June |
ended 31 December |
|
|
2025 |
2024 |
2024 |
|
|
US$'000 |
US$'000 |
US$'000 |
|
Key management personnel |
|
|
|
|
Directors' fees |
48 |
111 |
180 |
|
Consulting fees |
- |
150 |
225 |
|
Sums paid to third parties * |
- |
24 |
47 |
|
Loan interest |
- |
98 |
- |
|
Drawdown of short term loan |
- |
650 |
- |
* represents company secretarial fee payable to ICECAP (Secretaries) Limited ("ICECAP"), which was negotiated on an arm's length basis, but was classified as related party transaction nonetheless due to the existence of a common director.
The outstanding amounts due to the other significant related parties as at 30 June 2025, 30 June 2024 and 31 December 2024 are as follows:
|
|
Unaudited |
Unaudited |
Audited |
|
|
Six months |
Six months |
Year |
|
|
ended 30 June |
ended 30 June |
ended 31December |
|
|
2025 |
2024 |
2024 |
|
|
US$'000 |
US$'000 |
US$'000 |
|
Non-controlling interests |
|
|
|
|
Advances - non-interest bearing |
(1,177) |
(1,051) |
(1,108) |
Transactions between the parent company and its subsidiaries are eliminated in these consolidated financial statements.
Refinancing of the Defaulted SSB MTN
On 24 June 2025, the Group announced that it had secured a facility of up to RM45.2 million (c.US$10.7 million) from AmBank (M) Berhad, which will be utilized to settle the remaining outstanding sum of the defaulted SSB MTN in full and to partially fund the re-opening of the Sandakan Hotel as well as for general working capital purposes.
The outstanding sum of the SSB MTN has been settled in full as announced on 4 July 2025 and the Receivers & Managers were formally discharged as announced on 7 August 2025.
Potensi Angkasa ("PASB") Commercial Paper and/or MTN (collectively the "PASB MTN")
19 tranches of the PASB MTN with principal amount of RM37.1 million (c.US$8.8 million), secured by charges over The RuMa Residences or Hotel units which have their maturity dates falling due in February, March, April and June 2025 respectively, have successfully secured an 180-day maturity dates extension from the noteholders and trustee. These extended PASB MTN will due in the coming months between October to December 2025 which the Management is addressing the repayment profiles that are very short term in nature and needs to be refinanced.
Sale of The RuMa Residences Units
Up to 30 September 2025, the Group made further progress in the sale of The RuMa Residences with Sale and Purchase Agreements for eighteen (18) more units are expected to be completed by the end of December 2025, for a gross consideration of RM24.7 million (approximately US$5.9 million), which would be used towards redeeming the PASB MTN.
The Company has not paid or declared any dividends during the financial period ended 30 June 2025.
Copies of the annual report will be available on the Company's website at and from the Company's registered office, Osprey House, Old Street, St. Helier, Jersey, JE2 3RG, Channel Islands
The Board has overall responsibility for risk management and internal control. The following have been identified previously as the areas of principal risk and uncertainty facing the Company, and they remain relevant in the second half of the year.
· Economic
· Strategic
· Regulatory
· Law and regulations
· Tax regimes
· Management and control
· Operational
· Financial
· Liquidity
· Refinancing
· Human Resources
For greater detail, please refer to page 19 of the Company's Annual Report for 2024, a copy of which is available on the Company's website www.aseanaproperties.com.
The Directors of the Company confirm that to the best of their knowledge that:
a) The condensed consolidated financial statements have been prepared in accordance with IAS 34 (Interim Financial Reporting);
b) The interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and
c) The interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).
On behalf of the Board
LIM TIAN HUAT
Chairman
30 September 2025