SKY ONE HOLDINGS LIMITED (Incorporated in the Republic of Singapore) Company Registration No M

Transcription

1 SKY ONE HOLDINGS LIMITED (Incorporated in the Republic of Singapore) Company Registration No M MATERIAL ADJUSTMENTS TO PRELIMINARY RESULTS FOR THE FINANCIAL YEAR ENDED 31 MARCH 2012 The Board of Directors (the Board ) of Sky One Holdings Limited (the Company, and together with its subsidiaries, the Group ) refers to its unaudited full year financial results announcement for the financial year ended 31 March 2012 ("FY2012") made on 25 May 2012 ( 2012 Preliminary Results ). Pursuant to Rule 704(5) of the Singapore Exchange Securities Trading Limited Listing Manual Section B: Rules of Catalist (the Catalist Rules ), the Board wishes to announce that subsequent to the release of the 2012 Preliminary Results, material adjustments (the s ) had been made by the auditors of the Company, Mazars LLP. The adjustments arose from the valuation in connection with the Group s acquisition of PT Energy Indonesia Resources ( EIR ) and Skyone SSI Logistics (HK) Limited ( SSL(HK ) which were completed subsequent to the release of the 2012 Preliminary Results. For the purposes of this announcement, represent in the 2012 Preliminary Results. refer to after the auditors adjustments to the. Consolidated Statement of Comprehensive Income Revenue 125, ,423 - Cost of sales (108,141) (108,141) - Reference Gross profit 17,282 17,282 - Gain on bargain purchase 63, , , Gain on fair value measurement of 2. assets exchanged in an acquisition - 1,076 1,076 Other income Impairment of goodwill (17,828) (17,828) - Distribution and selling expenses (6,313) (6,313) - Administrative expenses (25,521) (26,496) Finance costs (318) (318) - Profit before tax 31, , ,317 Income tax expense (26) (26) - Profit for the year 31, , ,317

2 Consolidated Statement of Financial Position Assets Non-current assets Property, plant and equipment 5,019 5, Goodwill 15,985 16, Intangible assets 72, , , Subsidiaries Deferred tax assets , , ,517 Current assets Inventories Trade and other receivables 27,341 27,341 - Due from subsidiaries non-trade Pledged bank deposit Cash and bank balances 18,046 18,046-46,021 46,021 - Total assets 139, , ,517 Equity and liabilities Equity Share capital 85,991 85,991 - Reserves (50,311) (50,311) - Accumulated profits/(losses) 79, , ,317 Equity attributable to shareholders of the Company 115, , ,317 Non-controlling interests 1,881 2,881 1, Total equity 116, , ,317 Non-current liability Financial liabilities 1,868 1,868 - Current liabilities Financial liabilities 4,135 4,135 - Trade and other payables 16,669 16, Current tax payable Due to subsidiaries non-trade ,836 21, Total liabilities 22,704 22, Total equity and liabilities 139, , ,517 Reference 1. Gain on bargain purchase This represents the excess of the fair value of EIR s net assets over the consideration paid of S$1.80 million (approximately HK$11.17 million). The primary component of EIR s net assets recognised was a set of Coal Logistics Contracts in hand initially valued at HK$72.54 million for the 2012 Preliminary Results. The fair value based on subsequent information received was HK$ million, which represents an increase of HK$ million. Hence, a corresponding adjustment was made to increase the gain on bargain purchase by HK$ million.

3 2. Gain on fair value measurement of assets exchanged in an acquisition The Group acquired SSL(HK) for a consideration of approximately HK$12.6 million, satisfied by the issue and allotment of 2,450,000 existing shares ( Share Consideration ) in Sky One International Freight Limited, an existing subsidiary of the Company, and cash of HK$10.0 million. The carrying value of the Share Consideration was HK$2.55 million. A valuation exercise completed subsequent to the 2012 Preliminary Results determined the fair value of the Share Consideration as HK$3.62 million. As the fair value exceeded the carrying value, a gain of HK$1.07 million had been recognised in the consolidated statement of comprehensive income. 3. Administrative expenses The administrative expenses were adjusted in connection with the valuation exercise in relation to the acquisition of SSL(HK): HK$ 000 Write-off of inventories 707 (a) Amortisation of intangible assets 68 (b) Accrual for valuation services 200 (c) 975 (a) As part of the valuation exercise, inventories amounting to HK$0.71 million was recognised in order to arrive at the appropriate fair values of individual assets acquired. However, as it is the Group s practice to expense such items, the inventories have been written-off immediately upon recognition. (b) Arising from the valuation exercise, certain intangible assets other than goodwill (see 6.) below had been recognised. These intangible assets have been amortised over their useful lives from the acquisition date to 31 March (c) These were additional expenses incurred to complete the valuation of SSL(HK). 4. Property, plant and equipment As part of the valuation exercise of SSL(HK), plant and equipment amounting to HK$0.11 million had been recognised in order to arrive at the appropriate fair values of individual assets acquired. 5. Goodwill Acquisition of Skyone SSI Logistics (HK) Limited Reverse business acquisition on 28 January ,320 11, ,665 4,665-15,985 16, Goodwill arising from the acquisition of SSL(HK) had been adjusted upward by HK$0.45 million as a result of the valuation.

4 6. Intangible assets Coal logistics contracts 72, , ,216 (i) Non-compete agreements (ii) Customer base (ii) 72, , ,961 (i) (ii) Based on subsequent information received after release of the 2012 Preliminary Results, the fair value of the Coal logistics contracts had been adjusted upward by HK$ million. Please also see 1. Arising from the completion of the valuation of SSL(HK), intangible assets in the form of non-compete agreements and customer base have been identified, valued and recognised. 7. Non-controlling interests Arising from the increase in asset values recognised from the valuation of goodwill, plant and equipment, inventories, non-compete agreements and customer base of SSL(HK), the noncontrolling interests share of the net assets have consequently been adjusted upwards by HK$1.00 million. 8. Trade and other payables Accruals were made in relation to fees payable to complete the expert valuation of SSL(HK). 9. Effect on Cash Flows There is no impact on the Company s cash flows as the adjustments are non-cash in nature. There is no impact on the Group s cash flows. 10. Effect on Group Earnings Per Share ( EPS ) Basic EPS and diluted EPS increased by and respectively due to the net increase in profit for the year arising from the adjustments above. Group Earnings per share () - Basic Diluted

5 11. Effect on Net Asset Value The net asset value per ordinary share of the Company will decrease by 0.06 HK to HK arising from the accrual of valuation fees (see 3(c)).The Group s net asset value per ordinary share will increase by HK to HK arising from the increased profit and value of assets recognised. Group Hong Kong Company Net Asset Value per ordinary share based on issued share capital of 312,799, (0.06) By Order of the Board Foo Soon Soo (Ms) Company Secretary 11 July 2012 This announcement has been prepared by the Company and its contents have been reviewed by the Company s sponsor ( Sponsor ), Canaccord Genuity Singapore Pte. Ltd. (formerly known as Collins Stewart Pte. Limited) for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited ( SGX-ST ). The Sponsor has not independently verified the contents of this announcement. This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement. The contact person for the Sponsor is Mr Chia Beng Kwan, Director, Corporate Finance, Canaccord Genuity Singapore Pte. Ltd., at 77 Robinson Road #21-02 Singapore , telephone (65)