Eco World International Berhad (Company No: 1059850-A) (Incorporated in Malaysia)

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ECO WORLD INTERNATIONAL BERHAD

(Company No: 1059850-A)


(Incorporated in Malaysia)

Interim Financial Report


31 October 2017
ECO WORLD INTERNATIONAL BERHAD
(Company No: 1059850-A)
(Incorporated in Malaysia)

Interim Financial Report - 31 October 2017

Page No.

Condensed Consolidated Statement of Comprehensive Income 1-2

Condensed Consolidated Statement of Financial Position 3-4

Condensed Consolidated Statement of Changes In Equity 5-6

Condensed Consolidated Statement of Cash Flows 7-8

Notes to the Interim Financial Report 9-13

Additional Information Required by the Main Market Listing Requirements of


Bursa Malaysia Securities Berhad 14-22
1
ECO WORLD INTERNATIONAL BERHAD
(Company No: 1059850-A)
(Incorporated in Malaysia)

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


FOR THE YEAR ENDED 31 OCTOBER 2017
(The figures have not been audited)

3 MONTHS ENDED 12 MONTHS ENDED


31 OCTOBER 31 OCTOBER 31 OCTOBER 31 OCTOBER
2017 2016 2017 2016 (2)
RM'000 RM'000 RM'000 RM'000

Revenue 27 183 488 683


Direct expenses (1,583) (1,689) (5,813) (5,016)
Gross loss (1,556) (1,506) (5,325) (4,333)
Other income 8,798 33 27,569 5,629
Marketing expenses (4,400) (649) (5,610) (2,132)
Administrative and general expenses (28,620) (11,480) (69,983) (36,743)
Unrealised (loss)/gain on foreign
exchange (11,317) (12,750) 34,527 (74,940)
Finance costs - (10,890) (31,920) (52,823)
Share of results in a joint venture 1,394 (18,379) (36,509) (53,927)
Loss before tax (35,701) (55,621) (87,251) (219,269)
Taxation 1,398 1,163 (223) 2,153
Loss for the period/year (34,303) (54,458) (87,474) (217,116)
Other comprehensive (loss)/income,
net of tax
Item that may be reclassified to profit
or loss subsequently:
Exchange differences on translation of
foreign operations (5,382) 8,532 (16,554) 33,866
Total comprehensive loss for the
period/year (39,685) (45,926) (104,028) (183,250)

(Loss)/Profit for the period/year


attributable to:
Owners of the Company (32,557) (55,062) (87,633) (220,093)
Non-controlling interests (1,746) 604 159 2,977
(34,303) (54,458) (87,474) (217,116)

Total comprehensive (loss)/income


for the period/year attributable to:
Owners of the Company (37,953) (46,306) (104,687) (185,395)
Non-controlling interests (1,732) 380 659 2,145
(39,685) (45,926) (104,028) (183,250)

Loss per share attributable to owners


of the Company :
Basic loss per share (sen) (1.36) (22.33) (5.76) (98.62)

Diluted loss per share (sen) (1.36) * N/A (5.76) * N/A

* Anti-dilutive

N/A - Not applicable


2
ECO WORLD INTERNATIONAL BERHAD
(Company No: 1059850-A)
(Incorporated in Malaysia)

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME


FOR THE YEAR ENDED 31 OCTOBER 2017 (continued)
(The figures have not been audited)

Notes:
(1) The Condensed Consolidated Statement of Comprehensive Income should be read in conjunction with the
Accountants’ Report as disclosed in the Prospectus of the Company dated 9 March 2017 and the accompanying
explanatory notes attached to this interim financial report.
(2) The formation of the Group was undertaken through a series of acquisition exercises that were completed in
December 2015. Accordingly, the financial results of these acquiree companies have been consolidated in the
Group since December 2015.
3
ECO WORLD INTERNATIONAL BERHAD
(Company No: 1059850-A)
(Incorporated in Malaysia)

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION


AS AT 31 OCTOBER 2017

As At As At
(2)
31 OCTOBER 2017 31 OCTOBER 2016
(UNAUDITED) (AUDITED)
RM'000 RM'000

ASSETS
Non-current assets
Plant and equipment 7,169 2,299
Goodwill 126,302 126,302
Investment in a joint venture 104,907 127,646
Amount owing by a joint venture 1,089,481 745,417
Deferred tax assets 19,316 12,757
1,347,175 1,014,421

Current assets
Properties under development for sale 366,717 174,040
Trade and other receivables 5,400 7,172
Deferred expenditure - 10,638
Current tax assets 682 628
Cash, bank balances and deposits 992,388 18,573
1,365,187 211,051
TOTAL ASSETS 2,712,362 1,225,472

EQUITY AND LIABILITIES


Equity
Share capital 2,592,451 246,541
Share premium - 49,158
Warrant reserve 276,418 -
Exchange translation reserve 17,644 34,698
Accumulated losses (341,637) (222,514)
Equity attributable to owners of the Company 2,544,876 107,883
Non-controlling interests 2,768 4,788
Total equity 2,547,644 112,671

Non-current liabilities
Borrowings 48,684 -
Deferred tax liabilities 1,944 1,826
50,628 1,826

Current liabilities
Trade and other payables 16,067 16,340
Amounts owing to former holding companies - 12,954
Amounts owing to a shareholder - 144,234
Amount owing to a former shareholder of a subsidiary - 10,660
Amount owing to a corporate shareholder of a subsidiary 16,340 -
Borrowings 79,913 923,867
Current tax liabilities 1,770 2,920
114,090 1,110,975
Total liabilities 164,718 1,112,801
TOTAL EQUITY AND LIABILITIES 2,712,362 1,225,472

Net assets per share attributable to


owners of the Company (RM) 1.06 0.44
4
ECO WORLD INTERNATIONAL BERHAD
(Company No: 1059850-A)
(Incorporated in Malaysia)

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION


AS AT 31 OCTOBER 2017 (continued)

Notes:
(1) The Condensed Consolidated Statement of Financial Position should be read in conjunction with the
Accountants’ Report as disclosed in the Prospectus of the Company dated 9 March 2017 and the
accompanying explanatory notes attached to this interim financial report.
(2) The formation of the Group was undertaken through a series of acquisition exercises that were completed in
December 2015. Accordingly, the financial results of these acquiree companies have been consolidated in the
Group since December 2015.
5
ECO WORLD INTERNATIONAL BERHAD
(Company No: 1059850-A)
(Incorporated in Malaysia)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


FOR THE YEAR ENDED 31 OCTOBER 2017
(The figures have not been audited)

Attributable to owners of the Company


Non-Distributable Distributable
Exchange Non-
Share Share Warrant translation Accumulated controlling Total
capital premium reserve reserve losses Total interests equity
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000

At 1 November 2016 246,541 49,158 - 34,698 (222,514) 107,883 4,788 112,671


Total other comprehensive (loss)/income for the year - - - (17,054) - (17,054) 500 (16,554)
(Loss)/Profit for the year - - - - (87,633) (87,633) 159 (87,474)
Total comprehensive (loss)/income for the year - - - (17,054) (87,633) (104,687) 659 (104,028)
Transactions with owners of the Company:
Issuance of ordinary shares
- Share subscription 2,584,151 - - - - 2,584,151 - 2,584,151
- Warrants (276,418) - 276,418 - - - - -
Acquisition of a subsidiary - - - - - - (1,282) (1,282)
Dividend declared to non-controlling interests of
a subsidiary - - - - - - (1,397) (1,397)
Effects from adoption of Companies Act 2016 49,158 (49,158) - - - - - -
Share issue expenses (10,981) - - - (31,490) (42,471) - (42,471)
At 31 OCTOBER 2017 2,592,451 - 276,418 17,644 (341,637) 2,544,876 2,768 2,547,644

At 1 November 2015 750 - - - (2,421) (1,671) - (1,671)


Total other comprehensive income/(loss) for the year - - - 34,698 - 34,698 (832) 33,866
(Loss)/Profit for the year - - - - (220,093) (220,093) 2,977 (217,116)
Total comprehensive income/(loss) for the year - - - 34,698 (220,093) (185,395) 2,145 (183,250)
Transactions with owners of the Company:
Issuance of ordinary shares 245,791 49,158 - - - 294,949 - 294,949
Acquisition of a subsidiary - - - - - - 2,643 2,643
At 31 OCTOBER 2016 (2) 246,541 49,158 - 34,698 (222,514) 107,883 4,788 112,671
6
ECO WORLD INTERNATIONAL BERHAD
(Company No: 1059850-A)
(Incorporated in Malaysia)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY


FOR THE YEAR ENDED 31 OCTOBER 2017 (continued)
(The figures have not been audited)

Notes:
(1) The Condensed Consolidated Statement of Changes in Equity should be read in conjunction with the Accountants’ Report as disclosed in the Prospectus of the Company dated 9 March 2017 and
the accompanying explanatory notes attached to this interim financial report.
(2) The formation of the Group was undertaken through a series of acquisition exercises that were completed in December 2015. Accordingly, the financial results of these acquiree companies have
been consolidated in the Group since December 2015.
7
ECO WORLD INTERNATIONAL BERHAD
(Company No: 1059850-A)
(Incorporated in Malaysia)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS


FOR THE YEAR ENDED 31 OCTOBER 2017
(The figures have not been audited)

12 MONTHS ENDED
(2)
31 OCTOBER 2017 31 OCTOBER 2016
RM'000 RM'000

Cash Flows From Operating Activities


Loss before tax (87,251) (219,269)
Adjustments for :
Non-cash items 1,465 124,458
Non-operating items 22,850 61,718
Operating loss before working capital changes (62,936) (33,093)
Changes in properties under development for sale (36,371) (8,251)
Changes in receivables 4,095 (137)
Changes in payables 9,125 4,353
Cash used in operations (86,087) (37,128)
Interest received 972 47
Net tax paid (5,323) (2,078)
Net cash used in operating activities (90,438) (39,159)

Cash Flows From Investing Activities


Purchase of plant and equipment (6,344) (711)
Proceeds from disposal of plant and equipment 27 6
Advances to a joint venture (274,865) (244,662)
Acquisition of subsidiaries 150 6,517
Withdrawal/(Placements) of deposits, debt service reserve and
interest service reserve accounts 6,579 (965)
Landholder duty (12,249) (8,691)
Interest received 21,369 39
Net cash used in investing activities (265,333) (248,467)

Cash Flows From Financing Activities


Drawdown of borrowings 279,942 330,547
Repayment of borrowings (1,211,264) -
Proceeds from issuance of ordinary shares 2,584,151 119,249
(Repayment to)/Advances from a shareholder (153,622) 21,457
Repayment to a former shareholder of a subsidiary (11,546) -
Repayment to former holding company (630) (4)
Repayment to former holding company of a subsidiary (13,144) (113,548)
Repayment to a corporate shareholder of a subsidiary (58,270) -
Finance costs (36,092) (51,170)
Listing expenses (44,413) (7,762)
Dividend paid to non-controlling interests of a subsidiary (1,397) -
Net cash generated from financing activities 1,333,715 298,769

Net changes in cash and cash equivalents 977,944 11,143


Cash and cash equivalents at 1 November 2016/ 2015 7,719 164
Effect of exchange rate changes 1,017 (3,588)
Cash and cash equivalents at 31 October 2017/ 2016 986,680 7,719
8
ECO WORLD INTERNATIONAL BERHAD
(Company No: 1059850-A)
(Incorporated in Malaysia)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS


FOR THE YEAR ENDED 31 OCTOBER 2017 (continued)
(The figures have not been audited)

12 MONTHS ENDED
(2)
31 OCTOBER 2017 31 OCTOBER 2016
RM'000 RM'000

Cash and cash equivalents comprise the following:


Deposits 962,205 3,942
Cash and bank balances 30,183 14,631
992,388 18,573
Less: Deposit pledged, debt service reserve and interest
service reserve accounts (5,708) (10,854)
986,680 7,719

Notes:
(1) The Condensed Consolidated Statement of Cash Flows should be read in conjunction with the Accountants’ Report
as disclosed in the Prospectus of the Company dated 9 March 2017 and the accompanying explanatory notes
attached to this interim financial report.
(2) The formation of the Group was undertaken through a series of acquisition exercises that were completed in
December 2015. Accordingly, the financial results of these acquiree companies have been consolidated in the
Group since December 2015.
9
A. NOTES TO THE INTERIM FINANCIAL REPORT

A1. Basis of Preparation

The interim financial report of the Group is unaudited and has been prepared in accordance with
Malaysian Financial Reporting Standard (“MFRS”) 134, Interim Financial Reporting, International
Accounting Standard (“IAS”) 34, Interim Financial Reporting and paragraph 9.22 of the Main Market
Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”).

This interim financial report should be read in conjunction with the Accountants’ Report as disclosed in
the Prospectus of the Company dated 9 March 2017.

The accounting policies and methods of computation adopted by the Group in this interim financial
report are consistent with those adopted in the audited financial statements of the Group for the
financial year ended 31 October 2016 as disclosed in the Accountants’ Report in the Prospectus of the
Company dated 9 March 2017, except as follows:

(i) Adoption of the following Amendments to MFRSs, which are relevant and effective for annual
periods beginning on or after 1 January 2016:

Amendments to MFRS 116 Clarification of Acceptable Methods of Depreciation and


and MFRS 138 Amortisation
Amendments to MFRS 11 Accounting for Acquisitions of Interests in Joint Operations
Amendments to MFRS 127 Equity Method in Separate Financial Statements
Amendments to MFRS 5, Annual Improvements to MFRSs 2012-2014 Cycle
MFRS 7, MFRS 119 and
MFRS 134
Amendments to MFRS 101 Disclosure Initiative

The adoption of the above Amendments to MFRSs does not have a material impact on the
Interim Financial Statements of the Group.

(ii) Adoption of the Companies Act 2016 (“CA 2016”)

The Minister of Domestic Trade, Co-operatives and Consumerism has set 31 January 2017 as the
date on which CA 2016 comes into operation except Section 241 and Division 8 of Part III.

Pursuant to the circular issued by Malaysian Institute of Accountants on 2 February 2017, the
Companies Commission of Malaysia has clarified that the CA 2016 should be complied with for
the preparation of financial statements and the directors’ report and the auditors’ report thereon
commencing from the financial year/period ended 31 January 2017.

Following the requirements of the CA 2016, the credit balance in the share premium account had
been reclassified to the share capital account as at 31 January 2017. Such credit balances may be
utilised for purposes set out in transitional provisions of the CA 2016, within 24 months from 31
January 2017.
10
A2. Auditors’ Report

The preceding audited financial statements for the financial year ended 31 October 2016 were
unqualified with emphasis of matter on the Group’s ability to continue as a going concern.

The uncertainty of the Group’s ability to continue as a going concern has been addressed as the
Company has completed its Initial Public Offering (“IPO”) on 3 April 2017 with total cash funding
raised of RM2,584,151,040 (“IPO Proceeds”). The Board believes that the IPO Proceeds raised are
sufficient to meet the working capital requirements of the Group in the foreseeable future. Following
the IPO, the Group has reported net assets of RM2,547.64 million as at 31 October 2017.

A3. Seasonal or Cyclical Factors

The business operations of the Group for the financial year ended 31 October 2017 have not been
materially affected by any seasonal or cyclical factors.

A4. Unusual items affecting Assets, Liabilities, Equity, Net Income or Cash Flows

There were no unusual items for the financial year ended 31 October 2017 other than the IPO as
disclosed in Note A6.

A5. Changes in Estimates

There were no material changes in estimates for the financial year ended 31 October 2017.

A6. Debt and Equity Securities

There were no issuance and repayment of debt and equity securities, share buy-backs, share
cancellations, shares held as treasury shares and resale of treasury shares during the financial year ended
31 October 2017 except for the Company completing the IPO which saw the issuance of 2,153,459,200
new ordinary shares (“Shares”) at the issue price of RM1.20 each, together with bonus issue of
960,000,000 Warrants on the basis of two (2) Warrants for every five (5) Shares held immediately after
the IPO but prior to the listing on Bursa Malaysia.

The total IPO Proceeds was RM2,584,151,040. The Shares and Warrants were listed on the Main
Market of Bursa Malaysia on 3 April 2017.

A7. Dividends Paid

There was no payment of dividend during the financial year ended 31 October 2017.

A8. Segmental Reporting

The Group’s operating and reportable segments are business units operating in different geographical
locations:
(i) United Kingdom - the areas of operation are principally property development activities and
provision of advisory and project monitoring services;
(ii) Australia - the area of operation is principally property development activities; and
(iii) Malaysia - the areas of operation are investment holding and promotional and marketing services.
11
A8. Segmental Reporting (continued)

The segmental analysis for the financial year ended 31 October 2017 is as follows:

United
Kingdom Australia Malaysia Eliminations Total
RM’000 RM’000 RM’000 RM’000 RM’000

Revenue
External revenue - - 488 - 488
Inter-segment revenue 22,543 - 963 (23,506) -
Total revenue 22,543 - 1,451 (23,506) 488

Segment results (11,295) (26,904) (39,751) - (77,950)


Share of results in a joint venture (36,509) - - - (36,509)
Depreciation (64) (275) (2,629) - (2,968)
Unrealised (loss)/gain on foreign
exchange (1) (2,913) 37,441 - 34,527
Other income 40 256 27,273 - 27,569
Finance costs (18,163) (9) (13,748) - (31,920)
(Loss)/Profit before tax (65,992) (29,845) 8,586 - (87,251)
Taxation (2,323) 3,283 (1,183) - (223)
(Loss)/Profit for the year (68,315) (26,562) 7,403 - (87,474)

Main foreign currency GBP AUD RM


Exchange ratio of 1 unit of
foreign currency to RM (1) 5.5556 3.3172 1.0000

United
Kingdom Australia Malaysia Eliminations Total
RM’000 RM’000 RM’000 RM’000 RM’000
Segment assets 1,401,599 419,030 891,733 - 2,712,362

Segment liabilities 3,646 151,424 9,648 - 164,718

Main foreign currency GBP AUD RM


Exchange ratio of 1 unit of
foreign currency to RM (2) 5.5870 3.2456 1.0000

Note:
(1)
Average rates for the financial year ended 31 October 2017.
(2)
Closing rates as at 31 October 2017.

A9. Significant Events after the End of the Interim Financial Period

There were no significant events after 31 October 2017 till 8 December 2017, the latest practicable date
from the date of issue of this interim financial report other than as disclosed in Note B6(a).
12
A10. Changes in the Composition of the Group

There were no changes in the composition of the Group during the financial year ended 31 October
2017 except as follows:

(i) Acquisition by Fortune Quest Group Ltd, a wholly-owned subsidiary of the Company, of 80
ordinary shares in Eco World-Salcon Y1 Pty Ltd (formerly known as Salcon Development
(Australia) Pty Ltd) (“EW-Salcon”) on 11 September 2017. As a result, EW-Salcon became an
80% owned subsidiary of the Company.

A11. Fair Value of Financial Instruments

There were no gain or losses arising from fair value changes for all financial assets and liabilities for the
financial year ended 31 October 2017.

A12. Commitments and Contingencies

As at
31/10/2017
RM’000
Approved and contracted for:
- Commitment to acquire plant and equipment 905
- Commitment to fund a joint venture, Eco World-Ballymore Holding Company
Limited (“EW-Ballymore Holding”) by way of share subscription and
shareholder’s loans (Note a) 571,876

Note a
The Company and the other joint venture partner are jointly committed to provide additional funding
into EW-Ballymore Holding in the event that EW-Ballymore Holding is unable, on its own, to repay its
banking facilities when due (“Increased Commitments”). The Increased Commitments shall be in the
ratio of 75:25 based on the current proportion of the joint venture partners’ existing equity interests in
EWI-Ballymore Holding.

The Company’s share of the Increased Commitments is GBP90 million (equivalent to approximately
RM502.83 million based on the exchange rate of GBP1.00 : RM5.5870 as at 31 October 2017). If
funding in excess of the Increased Commitments is required to satisfy any claims from the banking
facilities, the Company shall have the obligation to fund the excess amount should the other joint
venture partner not fund its proportionate share. Any funding provided in excess of the Increased
Commitments by one partner will result in a corresponding adjustment to the equity interest in the joint
venture.
13
A13. Significant Related Party Transactions

12 MONTHS
ENDED
31/10/2017
RM’000
(i) Transactions with a joint venture
- Revenue 488
- Advances to joint venture 274,865
- Interest receivable 39,567

(ii) Transactions with a shareholder


- Advances received 19,500
- Interest charged 2,892

(iii) Transaction of a subsidiary with its former holding company


- Interest charged 220

(iv) Transactions with wholly-owned subsidiaries of Eco World Development Group


Berhad where a shareholder of the Company is a director
- Agent fees paid or payable 325
- Support service fees paid or payable 81
- Purchase of plant and equipment 649

(v) Transaction with a joint venture of Eco World Development Group Berhad
where a shareholder of the Company is a director
- Rental paid or payable 330

(vi) Transaction with a company where a director has interest


- Rental paid or payable 165

(vii) Transaction with a company where a subsidiary director has interest


- Consultancy fee paid or payable 278

(viii) Transaction with a corporate shareholder of a subsidiary company


- Advances received 1,709

(ix) Transactions with related companies of GLL EWI (HK) Limited, a major
shareholder of the Company
- Corporate advisory and placement fee payable 5,556
- Insurance fee payable 39
- Interest charged 1,073
- Interest received 126
14
B. ADDITIONAL INFORMATION REQUIRED BY THE MAIN MARKET LISTING
REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD

B1. Review of Group Performance

3 MONTHS ENDED 12 MONTHS ENDED


31/10/2017 31/10/2016 CHANGES 31/10/2017 31/10/2016 CHANGES
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Revenue 27 183 (156) 488 683 (195)
Gross loss (1,556) (1,506) (50) (5,325) (4,333) (992)
Loss before
interest and tax (35,701) (44,731) 9,030 (55,331) (166,446) 111,115
Loss before tax (35,701) (55,621) 19,920 (87,251) (219,269) 132,018
Loss for the
period/year (34,303) (54,458) 20,155 (87,474) (217,116) 129,642
Loss for the
period/year
attributable to
owners of the
Company (32,557) (55,062) 22,505 (87,633) (220,093) 132,460

(a) Performance of the current quarter against the same quarter in the preceding year (4Q 2017
vs. 4Q 2016)

Revenue for the Group for 4Q 2017 was RM0.03 million, which was lower than the RM0.18
million reported in 4Q 2016. Gross loss for 4Q 2017 was RM1.56 million. The Group recorded a
loss before tax (“LBT”) of RM35.70 million for 4Q 2017, which was lower than the RM55.62
million reported for 4Q 2016.

The Group’s revenue for 4Q 2017 arose from fees for marketing services rendered by a subsidiary
to the Group’s joint venture in respect of property sales of its projects in the United Kingdom.

Revenue and profits associated with the Group’s property development activities will be
recognised by its subsidiary and joint venture when the construction of the relevant units are
completed and delivered in the first half of 2018.

The lower LBT incurred for 4Q 2017 was mainly due to savings on finance cost following full
settlement of group borrowings upon receipt of IPO Proceeds in April 2017.

(b) Performance of the current year to-date against the same year in the preceding year (4Q
YTD 2017 vs. 4Q YTD 2016)

During the current financial year ended 31 October 2017, the Group recorded revenue of RM0.49
million, which was slightly below the RM0.68 million reported for the financial year ended 31
October 2016. Gross loss for the current financial year was RM5.33 million. The Group recorded a
lower LBT of RM87.25 million in the current financial year as compared to the RM219.27 million
reported for the financial year ended 31 October 2016.

The lower LBT incurred in the current financial year was mainly due to savings on finance cost
following full settlement of group borrowings upon receipt of IPO Proceeds in April 2017, as well
as unrealised foreign exchange differences as a result of an appreciation in the exchange rate of the
British Pound (“GBP”) in the current financial year.
15
B2. Material Changes in the Quarterly Results compared to the Results of the Preceding Quarter

3 MONTHS ENDED
31/10/2017 31/07/2017 CHANGES
RM’000 RM’000 RM’000
Revenue 27 97 (70)
Gross loss (1,556) (1,456) (100)
Loss before interest and tax (35,701) (22,232) (13,469)
Loss before tax (35,701) (22,232) (13,469)
Loss for the period (34,303) (23,547) (10,756)
Loss for the period attributable to owners of
the Company (32,557) (24,197) (8,360)

The Group’s current quarter revenue was RM0.03 million, which was RM0.07 million lower than the
preceding quarter ended 31 July 2017. The Group’s current quarter LBT was RM35.70 million, which
was RM13.47 million higher than the preceding quarter ended 31 July 2017.

The higher LBT incurred in the current quarter was mainly due to unrealised foreign exchange loss
recorded as a result of the slight depreciation of the GBP in the current quarter from the previous
quarter as well as payment of landholder duty arising from the acquisition of an 80% equity interest in
EW-Salcon by Fortune Quest Group Ltd as disclosed in Note A10(i).

B3. Sales achieved in Financial Year 2017 and Prospects for the Next Financial Year

LANDBANK
PROJECTS AS AT 12 MONTHS ENDED CUMULATIVE UNBILLED
31/10/2017 31/10/2017 SALES SALES
Total Units Units Sales value Total achieved Effective stake
(Acres) launched sold RM’mil(1) RM’mil(2) RM’mil(3)
London 13.01 - 302 1,687 6,582 4,793
Sydney 1.18 - 19 65 883 868
Melbourne 0.53 256 93 250 247 188
Total 14.72 256 414 2,002 7,712 5,849

The Board is pleased to announce that the Group’s cumulative sales achieved as at 31 Oct 2017(2) stands
at RM7.71 billion. This is RM2.42 billion higher than the cumulative sales as at 31 Oct 2016(4) of
RM5.29 billion. The Group’s share of unbilled sales has also increased by RM1.68 billion to RM5.85
billion as at 31 October 2017.

During the financial year under review, the Group achieved RM2 billion sales with its projects in
London contributing RM1.69 billion while those in Australia generated RM315 million.

Sales in the UK have been steady with continuing interest in all three ongoing projects despite Brexit
uncertainties. The Group’s various local and international roadshows to promote these projects enabled
sales of RM309 million to be achieved in Q42017 which is indicative of the underlying strength of the
London residential market.

In Australia, sales were lower than expected which contributed towards the Group's Financial Year
(“FY”) 2017 sales falling below the target of RM2.5 billion. This is largely because local Australian
home buyers, who are the main target customers for the Yarra One project, tend to buy closer to
Melbourne’s most sought-after suburbs, management remains completion. Nevertheless, given the
positive response the development has received and its location in one of confident that sales will pick-
up as construction works progress. The attractive stamp duty incentives recently introduced by the state
government to assist local home buyers, which took effect from 1 July 2017, will also help boost local
sales.
16
B3. Sales achieved in FY2017 and Prospects for the Next Financial Year (continued)

On the corporate front, the Group had a busy year in 2017. Apart from successfully completing the
Initial Public Offering in April, the Group also completed the acquisition of an 80% stake in EW-Salcon
in September. Concurrently, management has been actively scouting for new development opportunities
in the UK and Australia to build up a well-diversified property portfolio at various stages of
development and price points for business sustainability and broader market appeal.

These efforts came to fruition on 8 November 2017 when the Group entered into a Heads of Agreement
(HoA) to partner Be Living (the development arm of Willmott Dixon, a prominent UK construction and
development company), to jointly develop 12 sites in Greater London and the South East of England.
The HoA is very significant as it potentially enables the Group to expand its presence in the UK to four
times its current size. More importantly, through this joint venture, the Group will gain its own
development management team along with a substantial local market share in the UK. This is due to the
nature, location and affordable price points of the developments proposed that will enable the Group to
address the strong demand in the London mainstream market.

The joint venture with Be Living contemplates the acquisition of 12 sites with an estimated GDV of
GBP2.6 billion. Stage 1 comprising 6 sites, nearly all of which are at various stages of securing
planning consent whilst Stage 2 comprising another 6 sites, mostly without planning consent. Definitive
agreements have been signed to acquire the Stage 1 sites and negotiations with Be Living for the
acquisition of Stage 2 sites are at an advanced phase. The Group targets to complete the acquisition of
Stage 1 sites by the first quarter of FY2018. Negotiations and documentations for Stage 2 sites are
expected to conclude shortly after. Please refer to the separate announcement to be released on the
transaction for further details.

In Australia, the Group recently signed a call and put option agreement to buy 25 apartment units (out
of 30 units) in a strata scheme that sits in Macquarie Park, Sydney which it targets to complete by late-
2018. Macquarie Park is Sydney’s second largest business district and one of the largest employment
business and technology precincts in the Southern Hemisphere. The proposed acquisition is therefore
consistent with the Group’s ambition to build a strong local presence and customer following in both
the UK and Australia by positioning itself to be able to serve the needs of domestic homebuyers.

Going forward, the Group is on track to achieve its maiden handover of two blocks within its London
City Island project and one block of Embassy Gardens in FY2018.

Underlying demand for residential units in London remains strong fuelled by the economic strength of
the UK and high employment rates. In addition, supply side constraints coupled with strong local
occupier demand bodes well for the long-term growth of the residential property market. In Australia,
demand from locals also remain very healthy where the Group’s projects are located in both Sydney and
Melbourne.

For FY2018, the Group targets to achieve RM2 billion sales (excluding sales from its new joint venture
with Be Living). Upon completion of the acquisition of its 70% equity stake in Be Living’s residential
development business and the new project in Macquarie Park, the Group will have 9 projects in the UK
(with the possibility of adding on another 6 sites from the Be Living Stage 2 acquisitions) and three
projects in Australia. This augurs well for its future growth prospects and the long-term viability of its
business model as an international developer with a strong local presence in each of its target markets.

Notes:
(1)
Based on the exchange rate of GBP1.00 : RM5.5870 and AUD1.00 : RM3.2456 as at 31 October
2017.
(2)
Cumulative sales as at 31 Oct 2017 represent contracts exchanged of RM7.57 billion and reserved
units of RM147 million as at 31 Oct 2017.
(3)
Share of unbilled sales based on effective stake in joint venture and subsidiaries as at 31 October
2017 and exclude reserved units.
(4)
Based on the exchange rate of GBP1.00 : RM5.1097 and AUD1.00 : RM3.1929 as at 31 October
2016.
17
B4. Variance of Actual Profit from Forecast Profit

There was no profit forecast published as at 31 October 2017.

B5. Taxation

Taxation comprises:

3 MONTHS ENDED 12 MONTHS ENDED


31/10/2017 31/10/2016 31/10/2017 31/10/2016
RM’000 RM’000 RM’000 RM’000
Current tax
Malaysian tax
- current quarter/year 206 - 1,620 -
- in respect of prior years - 1 1 (174)
Foreign tax
- current quarter/year 416 605 2,265 2,998
- in respect of prior years - - (30) 54

Deferred tax
Malaysian tax
- current quarter/year (162) (416) (688) (1,195)
- in respect of prior years - - 250 1
Foreign tax
- current quarter/year (1,842) (1,353) (3,206) (3,841)
- in respect of prior year (16) - 11 4
(1,398) (1,163) 223 (2,153)

The Group’s effective tax rate for the current quarter is lower than the statutory tax rate of 24% mainly
due to the inclusion of certain non-taxable items in the income statement. Correspondingly, expenditure
which relates to the derivation of non-taxable income by the Group has been treated as permanent losses
for tax purposes.

B6. Status of Corporate Proposals

(a) Save and except for the following corporate proposal, there are no other corporate proposals that
have been announced by the Company which are not yet completed as at 8 December 2017:

(i) On 8 November 2017, our Company entered into Heads of Agreement with Be Living
Holdings Limited to acquire a 70% equity interest in 12 sites in Greater London and the
South East of England and a development management entity. Please refer to the separate
announcement to be released on the transaction for further details.

(ii) On 24 November 2017, Eco World (Macquarie) Pty Ltd (“EcoWorld Macquarie”), a
company incorporated on 8 November 2017 and wholly-owned by Fortune Quest Group
Ltd, entered into a put and call option agreement (“Option Agreement”) with the owners of
25 apartment units (“Vendors”) in respect of the acquisition of such units in the strata
scheme comprised by Strata Plan 6481 (“Strata Scheme”), located at 1-3 Lachlan Avenue,
Macquarie Park, Sydney, NSW 2113, Australia (“Properties”) for a purchase consideration
of AUD33.8 million (equivalent to RM105.86 million^).
18
B6. Status of Corporate Proposals (continued)

Upon the exercise of the call or put option under the Option Agreement, EcoWorld
Macquarie will enter into a definitive sale and purchase agreement with each of the
Vendors to purchase the Properties (“SPA”). The agreed form of the SPA is attached to the
Option Agreement.

EcoWorld Macquarie intends to acquire all apartment units either through negotiation with
the owners of the remaining five (5) apartment units to reach an agreement or via the strata
renewal process. The estimated total purchase consideration for all apartment units in the
Strata Scheme is AUD40.0 million (equivalent to RM125.28 million^).

EcoWorld Macquarie will commence the strata renewal process as soon as possible and
run this process in tandem with negotiation with the owners of the remaining five (5)
apartment units to facilitate completion of the SPAs by the earlier of 9 November 2018 or a
date that is three (3) months after the date of notice by EcoWorld Macquarie to the
Vendors requiring early settlement.

Note:
^ Based on the exchange rate of AUD1.00 : RM3.1320 as at 23 November 2017, being
the last full market day prior to the announcement dated 24 November 2017.

(b) Utilisation of IPO Proceeds as at 31 October 2017 are as follows:

Gross proceeds totalling RM2,584 million were raised from the IPO which was completed on 3
April 2017. The status of the utilisation of these proceeds is as set out below:

Intended
Proposed Actual Re- Balance timeframe for
utilisation utilisation allocation unutilised utilisation from
Purpose RM’mil RM’mil RM’mil RM’mil completed date
Debt repayment
- Repayment of
bank borrowings 1,211 (1,159) (52) - Within 6 months
- Repayment of
advances 156 (143) (13) - Within 6 months
Subtotal 1,367 (1,302) (65) -

Settlement of the
acquisition of EW
Investment 38 (38) - - Within 1 month
Working capital
and/or future land
acquisition(s) 1,126 (279) 76 923 Within 36 months
Estimated listing
expenses 53 (42) (11) - Within 3 months
Total 2,584 (1,661) - 923
19
B7. Group Borrowings and Debt Securities

The total group borrowings and debt securities as at 31 October 2017 were as follows:
As at As at
31/10/2017 31/10/2016
Secured/ Foreign RM RM
Unsecured Currency Equivalent Equivalent
‘000 ‘000 ‘000

Short term borrowings Secured AUD 24,622 79,913 57,461


Secured GBP - - 606,870
Secured RM - - 259,536
79,913 923,867

Long term borrowings Secured AUD 15,000 48,684 -


48,684 -

Total borrowings Secured AUD 39,622 128,597 57,461


GBP - - 606,870
RM - - 259,536
128,597 923,867

Total borrowings of RM1,159 million were repaid in April 2017 upon receipt of IPO Proceeds as
disclosed in Note B6(b).

As at 31 October 2017, the Group’s term loans comprise facilities based on floating rates to finance
projects in Australia and are denominated in AUD.

B8. Material Litigation

The Group was not engaged in any material litigation as at 8 December 2017, being the latest
practicable date from the date of issue of this interim financial report.

B9. Dividends Declared

No dividend has been declared or recommended for payment by the Company for the financial year
ended 31 October 2017.
20
B10. Loss Per Share Attributable to Owners of the Company

(a) Basic loss per share attributable to owners of the Company

Loss per share has been calculated by dividing the Group’s loss for the period/year attributable to
owners of the Company by the weighted average number of ordinary shares in issue. The weighted
average number of ordinary shares in issue is calculated as follows:

3 MONTHS ENDED 12 MONTHS ENDED


31/10/2017 31/10/2016 31/10/2017 31/10/2016
Loss for the period/year
attributable to owners of
the Company (RM’000) (32,557) (55,062) (87,633) (220,093)
Number of ordinary shares
at beginning of the
period/year (‘000) 2,400,000 246,541 246,541 750
Effect of share issued
pursuant to:
- Issuance of ordinary
shares (’000) - - 1,274,376 222,429
Weighted average number
of ordinary shares (‘000) 2,400,000 246,541 1,520,917 223,179
Basic Loss Per Ordinary
Share (sen) (1.36) (22.33) (5.76) (98.62)

(b) Diluted loss per share attributable to owners of the Company


Diluted earnings per share has been calculated by dividing the Group’s loss for the period/year
attributable to owners of the Company by the weighted average number of ordinary shares that
would have been in issue upon full exercise of the Warrants, adjusted for the number of such
shares that would have been issued at fair value.

However, in the event that the potential exercise of the Warrants gives rise to an anti-dilutive effect
on earnings per share, the potential exercise of the Warrants is not taken into account in calculating
diluted earnings per share.
21
B10. Loss Per Share Attributable to Owners of the Company (continued)
(b) Diluted loss per share attributable to owners of the Company (continued)

3 MONTHS ENDED 12 MONTHS ENDED


31/10/2017 31/10/2016 31/10/2017 31/10/2016
Loss for the period/year
attributable to owners of
the Company (RM’000) (32,557) (55,062) (87,633) (220,093)
Weighted average number
of ordinary shares for
Basic Loss Per Ordinary
Share (‘000) 2,400,000 246,541 1,520,917 223,179
Effect of potential exercise
of Warrants (‘000) # N/A # N/A
Weighted average number
of ordinary shares (‘000) 2,400,000 246,541 1,520,917 223,179
Diluted Loss Per Ordinary
Share (sen) (1.36)* N/A (5.76)* N/A

Notes:
# The calculation of diluted loss per ordinary share does not assume the potential exercise of
Warrants as the effect on loss per ordinary share is anti-dilutive
* Anti-dilutive
N/A - Not applicable

B11. Realised and Unrealised Profits or Losses


The breakdown of the Group’s accumulated losses as at 31 October 2017 into realised and unrealised
profits or losses pursuant to Bursa Malaysia’s directive, is as follows:

As at As at
31/10/2017 31/10/2016
RM’000 RM’000
Total accumulated losses of the Company and its subsidiaries:
- Realised (339,344) (222,799)
- Unrealised (20,693) (61,692)
(360,037) (284,491)
Total share of accumulated (losses)/profits from a joint venture:
- Realised (107,007) (64,185)
- Unrealised 16,572 10,258
(90,435) (53,927)
Consolidation adjustments 108,835 115,904
Total Group accumulated losses as per consolidated accounts (341,637) (222,514)

The determination of realised and unrealised profits or losses is based on the Guidance of Special
Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure
Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute
of Accountants.

The disclosure of realised and unrealised profits or losses above is solely for complying with the
disclosure requirements stipulated in Bursa Malaysia’s directive and should not be applied for any other
purposes.
22
B12. Notes to the Statement of Comprehensive Income

Comprehensive Loss has been arrived at after crediting/(charging):

3 MONTHS 12 MONTHS
ENDED ENDED
31/10/2017 31/10/2017
RM’000 RM’000
Interest income 8,772 22,341
Other income including investment income 28 42
Interest expense - (31,920)
Depreciation and amortisation (1,275) (2,968)
Provision for write off of receivables N/A N/A
Provision for and write off of inventories N/A N/A
Gain or loss on disposal of quoted or unquoted investments or
properties N/A N/A
Impairment of assets N/A N/A
Foreign exchange (loss) or gain (11,319) 39,713
Gain or loss on derivatives N/A N/A
Exceptional items N/A N/A

Notes:
N/A - Not applicable

By order of the Board

Tan Ai Ning
Company Secretary
15 December 2017

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