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Guoco Group Limited
(Incorporated in Bermuda with limited liability)

ANNOUNCEMENT

The board of directors of Guoco Group Limited ("Guoco" announces that First Capital Corporation Ltd. ("FCC"), whose shares are listed on The Stock Exchange of Singapore Limited, and of which Guoco holds approximately 50.7% of the issued share capital, made an announcement on 10 September 1999 in respect of its audited results for the year ended 30 June 1999. An abridged version of the aforesaid announcement is set out as follows (note: the expressions "Group", "Company" and "$" mean "FCC group", "FCC" and "Singapore dollars" respectively):


FIRST CAPITAL CORPORATION LTD
(Incorporated in the Republic of Singapore)

FULL YEAR FINANCIAL STATEMENT AND DIVIDEND ANNOUNCEMENT

Full-year financial statement on consolidated results for the year ended 30 June 1999. These figures have been audited:

                                        Group                Company
                                   1999       1998       1999       1998
                                  $'000      $'000      $'000      $'000

Turnover                        471,671    627,401    195,693    422,833
                              =========  =========  =========  =========
Investment income/(loss)         18,430    (14,359)   135,555    358,166

Other income including interest
  income                         15,560      9,818     60,138     64,667
                              =========  =========  =========  =========

Operating (loss)/profit before 
  income tax, minority interests, 
  extraordinary items,interest on
  borrowings, depreciationand 
  amortisation, foreign exchange 
  gain/(loss) and exceptional 
  items                         (70,953)    33,891    193,990    421,793

Interest on borrowings          (30,345)   (14,406)   (38,447)   (49,524)

Depreciation and amortisation    (2,557)    (1,766)      (521)      (479)

Foreign exchange gain/(loss)        752    (25,516)    (4,792)   (23,076)
                              ---------  ---------  ---------  ---------

Operating (loss)/profit before  
  income tax, minority interests  
  and extraordinary items but  
  after interest on borrowings, 
  depreciation and amortisation,
  foreign exchange gain/(loss)
  and exceptional items        (103,103)    (7,797)   150,230    348,714

Income derived from associated
  companies                     (29,625)    25,471          -          -
                              ---------  ---------  ---------  ---------

Net profit/(loss) before tax   (132,728)    17,674    150,230    348,714
Less income tax                 (22,616)   (43,620)   (43,086)   (97,360)
                              ---------  ---------  ---------  ---------

Operating (loss)/profit after
  tax before deducting minority
  interests                    (155,344)   (25,946)   107,144    251,354

Less minority interests           9,855      2,725          -          -
                              ---------  ---------  ---------  ---------

Operating (loss)/profit after
  tax attributable to members
  of the company               (145,489)   (23,221)   107,144    251,354

Extraordinary items             (33,890)         -   (169,296)  (109,078)

Transfer to Capital Reserve         (43)       (40)         -          -
                              ---------  ---------  ---------  ---------

Operating (loss)/profit after
  tax and extraordinary items
  attributable to members of
  the company                  (179,422)   (23,261    (62,152)   142,276
                              =========  =========  =========  =========

N/M: Not meaningful

The extraordinary items at Company level refer to provisions for diminution in value of investments in subsidiaries and an associated company and loss on disposal of investment in an associated company.

                                                       Group Figures
                                                    1999            1998

Operating loss as a percentage
  of turnover                                   (32.93)%         (4.14)%

Operating loss as a percentage
  of issued capital and 
  reserves at end of yea                        (11.59)%         (1.66)%

Loss per ordinary share for 
  the year after deducting any
  provision for preference
  dividends:

    Based on existing issued
    share capital                            (50.2) cent    (10.5) cents

    On a fully diluted basis                         N/A             N/A

Net tangible asset backing per
  ordinary share                                   $2.78           $4.08

                                        Group                Company
                                   1999       1998       1999       1998
                                  $'000      $'000      $'000      $'000

Sales reported for first half
  year                          320,250    236,452     69,211    385,868

Operating (loss)/profit reported
  for first half year           (20,907)     8,171     22,015    238,851

Sales reported for second half
  year                          151,421    390,949    126,482     36,965

Operating (loss)/profit reported
  for second half year         (134,437)   (34,117)    85,129     12,503

Amount of any adjustment for under or overprovision of tax in respect of prior years

The income tax provisions for the Group include a write-back provision of $6,465,000 arising from a 10% tax rebate for the Year of Assessment 1999.

Amount of profits on any sale of investments and/or properties

Sale of investments/properties$ Profit/(Loss)
   
Sale of an investment property by a subsidiary(1,218,000.00)
Sale of a long-term investment by a subsidiary(14,693,000.00)
Sale of an investment in an associated company(15,942,000.00)

SEGMENTAL RESULTS

                                                      Group Profit/(Loss)
                                        Group            Before Interest
                                       Turnover               & Tax
                                   1999       1998       1999       1998
                                  $'000      $'000      $'000      $'000

By Business Activity:

Property development and 
  investment                    434,958    606,009   (117,654)    45,513

Fund management and investment
  income                         22,758      7,016     29,496    (29,488)

Insurance services               13,955     14,376     15,400     (9,416)

Associated companies                  -          -    (29,625)    25,471
                              ---------  ---------  ---------  ---------
                                471,671    627,401   (102,383)    32,080
                              =========  =========  =========  =========

By Geographical Location:

Singapore                       469,753    627,370    (59,155)    19,132

Others                            1,918         31    (43,228)    12,948
                              ---------  ---------  ---------  ---------
                                471,671    627,401   (102,383)    32,080
                              =========  =========  =========  =========

BALANCE SHEETS

                                        Group                Company
                                   1999       1998       1999       1998
                                  $'000      $'000      $'000      $'000

Fixed Assets                      2,406      6,103          -          -
Investment Properties           536,372    615,000          -          -
Long-term Investments            89,301    115,066          -          -
Investments in Subsidiaries           -          -    719,695    805,748
Investments in Associated
  Companies                     414,043    433,235      9,735     19,807
Deferred Expenditure              3,126      2,537      1,416      1,937

Current Assets                1,926,176  2,288,678  1,245,483  1,358,178

Less: Current Liabilities       539,157    702,252    892,447  1,157,300

Net Current Assets            1,387,019  1,586,426    353,036    200,878

Less: Non-Current Liabilities
  Long-term bank loans          833,634    757,853          -          -
  Long-term notes & bonds       288,014    431,344    288,014    285,344
  Deferred taxation               4,296     31,150          -          -
                              1,125,944  1,220,347    288,014    285,344
                              ---------  ---------  ---------  ---------
                              1,306,323  1,538,020    795,868    743,026
                              =========  =========  =========  =========

  Representing:

Share Capital & Reserves
  Share Capital                 363,569    295,003    363,569    295,003
  Share Premium                 397,826    329,632    397,826    329,632
  Capital Reserve                 9,331      9,331          -          -
  Exchange Translation Reserve   38,578     58,493          -          -
  Investment Revaluation
    Reserve                     218,124    276,804          -          -
  Capital Redemption Reserve      1,083      1,040      1,000      1,000
  Unappropriated Profit         226,485    427,673     33,473    117,391
                              ---------  ---------  ---------  ---------
                              1,254,996  1,397,976    795,868    743,026

Minority Interests               51,327     97,044          -          -

Interest of Preference
  Shareholders in a Subsidiary        -     43,000          -          -
                              ---------  ---------  ---------  ---------
                              1,306,323  1,538,020    795,868    743,026
                              =========  =========  =========  =========

REVIEW OF THE PERFORMANCE OF THE COMPANY AND ITS PRINCIPAL SUBSIDIARIES

For the year ended 30 June 1999, the Group's turnover decreased by 25% to $471.7 million as less development units were launched during the year. The only development project launched for sale was Aquarius By The Park. The turnover at the Company level decreased by 54% to $195.7 million due to lower dividend income from subsidiaries as compared to the previous year.

The directors reviewed the carrying values of all its residential and commercial properties in the Group's balance sheet as at 30 June 1999 and decided to make an aggregate provision of $145.8 million on these properties. As a result, the Group recorded an operating loss before interest and tax of $70.9 million for the year ended 30 June 1999.

The Group's associated companies turned in a loss before tax of $29.6 million. The adverse results were due to provisions made by these companies for their investment properties in Hong Kong and development properties in China.

Despite the losses, the Group has a tax charge of $22.6 million as there is no group tax relief in Singapore. As a result, the losses incurred in some subsidiaries are not available for offset against income of other subsidiaries.

The extraordinary items included losses from sale of a long-term investment and sale of an investment property by subsidiaries, sale of an associated company and provision for diminution in value of a long-term investment by a subsidiary.

The Group's loss after tax and extraordinary items attributable to members of the Company is $179.4 million against $23.3 million in the previous year.

An independent valuation for the Group's investment properties was carried out as at 30 June 1999. An amount of $77.8 million was written down in the Group's revaluation reserves. After the write-down, the Group has a surplus of $218.1 million in its revaluation reserves.

The net tangible asset backing per share has decreased from $4.08 last year to $2.78 this year. The decrease is attributable to provisions made for the Group's development and investment properties and the enlargement of the share capital base arising from the placement of additional shares and conversion of the non-redeemable convertible cumulative preference shares to ordinary shares.

CURRENT DEVELOPMENTS

During the year, the Group sold all its residential units which had been launched for sale except for 48 unsold launched units in Aquarius By The Park.

To build up its landbank in well-located residential areas, the Group had acquired a 40% interest (subject to the necessary approvals) in a prime freehold site at No. 1 Ladyhill Road, a freehold site at Katong Park Hotel and the leasehold service apartments at No. 21 Leonie Hill for redevelopment.

The Group has been divesting its interests in non-strategic assets so that financial resources could be reallocated towards the Group's core property business. During the year, the Group sold a shop unit in Lucky Plaza, 5 terrace factories at Paya Lebar Road and 2 office units at Parkway Parade. Subsequent to year end, the Group disposed of 2 storeys of retail space at Kovan Centre and another 3 office units at Parkway Parade. The Group has also divested its entire interest in the subsidiary that owns Century Square, a retail mall at Tampines Central, through asset securitisation. In August, 1999, the Group sold down 22.63% from its investment in Sea View Hotel Limited.

Certificates of Statutory Completion were obtained for Westville, Maysprings and Tanglin Regency in March 1999 and for Stratford Court in June 1999.

YEAR 2000 COMPLIANCE PLAN UPDATE

The Year 2000 ("Y2K") issue originated from the design limitation in information technology products, i.e. computer systems and equipment with embedded electronic chips, where only the last two digits rather than the entire four are used to define the applicable year. As a result, these time-sensitive programs may recognise a date using "00" as the Year 1900 rather than the Year 2000. This could cause a system failure, miscalculations or equipment malfunction, resulting in possible disruptions to processing business transactions on or beyond the first day of the Year 2000.

Through a designated team, the Group has completed the validation, testing and implementation of its mission critical systems (including hardware and software) for Year 2000 Compliance. The Group has also communicated with all major business partners, suppliers and customers to ensure that their systems are Year 2000 ready. However, due to the unpredictable nature of the Year 2000 issue, contingency plans have been established and tested to minimise any potential impact to its business operation.

The total cost of the Y2K project is not expected to exceed $1 million. The expenditure of acquiring hardware and software will be capitalised as fixed assets while other costs of the project will be expensed off as and when incurred.

COMMENTARY ON CURRENT YEAR PROSPECTS

The Singapore economy is benefiting from the greater optimism in the region as regional economies are on the path to recovery. This has resulted in an improved sentiment in the local residential market. With this positive outlook, we expect the Group's performance for the current financial year to be better than that of the last financial year ended 30 June 1999.

DIVIDEND

(a) Present Period

Name of DividendProposed OrdinaryPreferencePreference
       (First and Final)    
Dividend TypeCashCashCash
Dividend Rate5% per ordinary5% per preference7% per preference
      share less tax     share less tax     share less tax
Par value of shares$1.00$0.01$0.01
Tax Rate26%26%26%
       

(b) Previous Corresponding Period

Name of DividendOrdinary (First and Final)Preference  
Dividend TypeCashCash
Dividend Rate5% per ordinary share5% per preference share
      less tax     less tax
Par value of shares$1.00$0.01
Tax Rate26%26%

(c) Total Annual Dividend

                                                 1999              1998
                                                    $                 $

Ordinary                                   13,373,000        10,841,000
Preference                                  8,393,000         7,400,000
                                          -----------       -----------
Total:                                     21,766,000        18,241,000
                                          ===========       ===========

10 September 1999



By Order Of The Board
Doris W. N. Wong
Company Secretary

Hong Kong, 10 September 1999


Source: Guoco Group Limited
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