Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

OVERSEAS REGULATORY ANNOUNCEMENT

(This overseas regulatory announcement is issued pursuant to Rule 13.10(B) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.)

Please refer to the attached announcement on the next page.

As at the date of this announcement, the board of directors of Guoco Group Limited comprises Mr. KWEK Leng Hai as Executive Chairman; Mr. TANG Hong Cheong as President & CEO; Mr. KWEK Leng San as Non-executive Director; Mr. Roderic N. A. SAGE, Mr. David Michael NORMAN and Mr. Lester G. HUANG, SBS, JP as Independent Non-executive Directors.

FINANCIAL STATEMENTS AND RELATED ANNOUNCEMENT::FULL YEARLY RESULTS

Issuer & Securities

Issuer/ Manager

GL LIMITED

Securities

GL LIMITED - BMG392401094 - B16

Stapled Security

No

Announcement Details

Announcement Title

Financial Statements and Related Announcement

Date &Time of Broadcast

26-Aug-2020 17:44:51

Status

New

Announcement Sub Title

Full Yearly Results

Announcement Reference

SG200826OTHRATMP

Submitted By (Co./ Ind. Name)

Susan Lim

Designation

Company Secretary

Description (Please provide a detailed description of the event in the box below - Refer to the Online help for the format)

Please refer to the attachment.

Additional Details

For Financial Period Ended

30/06/2020

Attachments

SGX-FS-FY2020-and-Auditors-Rpt.pdf

Total size =2204K MB

Full Year Financial Statement And Related Announcement

1(a)(i) An income statement and statement of comprehensive income, or a statement of comprehensive income, for the group, together with a comparative statement for the corresponding period of the immediately preceding financial year

Audited

12 months ended

Favourable /

2020

2019

(unfavourable)

US$m

US$m

variance %

Continuing operations

Revenue

258.2

349.3

(26)

Cost of sales

(160.0)

(221.9) ^

28

Gross profit

98.2

127.4

(23)

Other operating income

24.3

0.5

4,760

Administrative expenses

(53.9)

(58.4) ^

8

Reversal of impairment loss / (impairment loss)

on trade receivables

0.1

(0.7)

N.M.

Other operating expenses

(47.8)

(16.3)

(193)

Operating profit

20.9

52.5

(60)

Finance income

1.5

1.6

(6)

Finance costs

(48.0)

(13.2)

(264)

Net financing costs

(46.5)

(11.6)

(301)

(Loss) / profit before tax

(25.6)

40.9

N.M.

Income tax expense

(1.1)

(6.6)

83

(Loss) / profit from continuing operations, net of tax

(26.7)

34.3

N.M.

Discontinued operation

Profit / (loss) from discontinued operation, net of tax

-

16.0

N.M.

(Loss) / profit for the year

(26.7)

50.3

N.M.

Profit / (loss) attributable to:

Owners of the Company

(26.7)

50.3

N.M.

Non-controlling interests

-

*

N.M.

(Loss) / profit for the year

(26.7)

50.3

N.M.

^ Reclassification of hotel depreciation and intangible asset amortisation from administrative expenses to cost of sales for comparative purpose.

Note to Income Statement

Audited

12 months ended

Favourable /

2020

2019

(unfavourable)

US$m

US$m

variance %

(Loss) / profit before tax is stated after (charging) / crediting:

Depreciation of hotels, property and equipment ^

(32.7)

(19.6)

(67)

Amortisation of intangible assets ^

(2.9)

(3.1)

6

Provision for legal claims #

-

(4.9)

N.M.

Provision for legacy hotel lease claims, redundancy and others #

(10.0)

-

N.M.

Impairment of hotels, property and equipment #

(24.3)

(9.1)

(167)

Write down of development properties #

(13.1)

-

N.M.

Gain from additional proceeds from compulsory acquisition

of a hotel property

15.8

-

N.M.

Loss on disposal of hotels, property and equipment #

(0.4)

(2.1)

81

Write-off of hotels, property and equipment #

-

(0.2)

N.M.

* Amount less than US$0.1m

  • Included in cost of sales and administrative expenses
    # Included in other operating expenses Note: N.M. - not meaningful

Page 1 of 13

1(a)(ii) Statement of Comprehensive Income

Audited

12 months ended

Favourable /

2020

2019

(unfavourable)

US$m

US$m

variance %

(Loss) / profit for the year

(26.7)

50.3

N.M.

Other comprehensive income:

Items that will not be reclassified to profit or loss:

Change in fair value equity investments at fair value through other

comprehensive income#

-

(0.1)

N.M.

Pension actuarial losses, net of tax

(2.8)

(6.3)

(56)

Items that are or may be reclassified subsequently to profit or loss:

Net exchange differences from consolidation of foreign operations#

(21.4)

(33.2)

36

Effective portion of changes in fair value of cash flow hedges, net of tax

(1.3)

0.7

N.M.

Net change in fair value of cash flow hedges reclassified to profit or loss

1.0

0.3

233

Reclassification of exchange differences realised on disposal of subsidiaries

to profit or loss

-

(17.5)

N.M.

Other comprehensive income for the year, net of income tax

(24.5)

(56.1)

56

Total comprehensive income for the year

(51.2)

(5.8)

(783)

Total comprehensive income attributable to:

- Owners of the Company

Continuing operations

(51.3)

(4.4)

(1,066)

Discontinued operation

-

(1.5)

N.M.

- Non-controlling interests

0.1

0.1

-

Total comprehensive income for the year

(51.2)

(5.8)

(783)

* Amount less than US$0.1m

  • There are no income tax effect relating to these components of other comprehensive income Note: N.M. - not meaningful

Page 2 of 13

1(b)(i) A Statement of Financial Position (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year

GROUP

COMPANY

Audited

Audited

Audited

Audited

30 June 2020

30 June 2019

30 June 2020

30 June 2019

US$m

US$m

US$m

US$m

ASSETS

Hotels, property and equipment

1,478.9

985.5

-

-

Intangible assets

59.0

63.5

-

-

Deferred tax assets

18.0

-

-

-

Investments in subsidiaries

-

-

1,216.7

1,225.6

Pensions surplus

6.2

7.1

-

-

TOTAL NON-CURRENT ASSETS

1,562.1

1,056.1

1,216.7

1,225.6

Other investments

-

0.1

-

-

Corporate tax recoverable

-

1.1

-

-

Inventories

0.8

1.3

-

-

Development properties

171.6

184.7

-

-

Trade and other receivables

9.9

29.4

0.3

0.3

Derivative financial assets

-

0.3

-

0.3

Advances to subsidiaries

-

-

76.3

72.0

Cash and cash equivalents

94.0

95.1

30.4

38.3

TOTAL CURRENT ASSETS

276.3

312.0

107.0

110.9

TOTAL ASSETS

1,838.4

1,368.1

1,323.7

1,336.5

LIABILITIES

Loans and borrowings

187.3

209.7

-

-

Lease liabilities

699.7

-

-

-

Pension obligations

2.1

2.4

-

-

Deferred tax liabilities

-

13.9

-

-

Derivative financial liabilities

3.5

3.4

-

-

TOTAL NON-CURRENT LIABILITIES

892.6

229.4

-

-

Lease liabilities

6.4

-

-

-

Provisions

14.5

5.5

-

-

Trade and other payables

41.4

58.5

0.7

0.8

Advances from subsidiary

-

-

19.6

-

Corporate tax payable

0.5

0.9

-

-

TOTAL CURRENT LIABILITIES

62.8

64.9

20.3

0.8

TOTAL LIABILITIES

955.4

294.3

20.3

0.8

NET ASSETS

883.0

1,073.8

1,303.4

1,335.7

SHARE CAPITAL AND RESERVES

Equity attributable to owners of the Company

885.4

1,076.3

1,303.4

1,335.7

Non-controlling interests

(2.4)

(2.5)

-

-

TOTAL EQUITY

883.0

1,073.8

1,303.4

1,335.7

Page 3 of 13

1(b)(ii) Aggregate amount of group's borrowings and debt securities

Amount repayable in one year or less, or on demand

As at 30 June 2020

As at 30 June 2019

Secured

Unsecured

Secured

Unsecured

US$m

US$m

US$m

US$m

-

-

-

-

Amount repayable after one year

As at 30 June 2020

As at 30 June 2019

Secured

Unsecured

Secured

Unsecured

US$m

US$m

US$m

US$m

69.1

118.2

71.9

137.8

Details of any collateral

As at 30 June 2020, the Group's unsecured borrowings that are repayable after one year was US$118.2 million. The Group continues to have banking lines for its funding requirements.

The Group's secured borrowings as at 30 June 2020 of US$69.1 million and repayable after one year, are secured by a hotel owned by the Group with a net book value of US$122.3 million.

Page 4 of 13

1(c) A statement of cash flows (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year

Audited

12 months ended

2020

2019

US$m

US$m

OPERATING ACTIVITIES

(Loss) / profit before tax from continuing operations

(25.6)

40.9

Profit before tax from discontinued operation

-

15.9

Adjustments for non-cash items

Depreciation of hotels, property and equipment

32.7

19.6

Amortisation of intangible assets

2.9

3.1

Impairment of hotels, property and equipment

24.3

9.1

Write down of development properties

13.1

-

Gain from additional proceeds from compulsory acquisition of a hotel property

(15.8)

-

Loss on disposal of hotel, property and equipment

0.4

2.1

Write-off of hotels, property and equipment

-

0.2

(Reversal of) / impairment loss on trade receivables

(0.1)

0.7

Impairment loss on other receivables and other provisions

-

1.0

Share option (benefits) / expenses

(0.8)

0.5

Gain on disposal of discontinued operation

-

(17.2)

Net financing costs

46.5

11.6

Net change in working capital items

Inventories and development properties

0.5

(1.2)

Trade and other receivables

15.2

12.0

Trade and other payables

(8.3)

(11.0)

Pension surplus and obligations

(3.0)

(3.6)

Provisions

9.3

4.5

Cash generated from operations

91.3

88.2

Interest received

1.0

1.1

Income tax paid

(6.1)

(12.7)

CASH FLOWS FROM OPERATING ACTIVITIES

86.2

76.6

INVESTING ACTIVITIES

Proceeds from compulsory acquisition of a hotel property

20.2

*

Proceeds from disposal of investment in discontinued operation,

net of cash balance disposed of

-

30.1

Proceeds from liquidation of other investments

0.1

-

Acquisition of hotels, property and equipment

(21.4)

(44.2)

CASH FLOWS USED IN INVESTING ACTIVITIES

(1.1)

(14.1)

FINANCING ACTIVITIES

Drawdown of long-term borrowings

12.4

-

Repayment of long-term borrowings

(28.3)

(36.8)

Payment of lease liabilities

(37.6)

-

Upfront fees paid

-

(1.6)

Interest paid

(8.8)

(11.3)

Other finance costs paid

(0.7)

(0.1)

Realised exchange (loss) / gain on financial derivatives

(0.5)

0.2

Dividend paid to shareholders of the Company

(21.0)

(20.9)

CASH FLOWS USED IN FINANCING ACTIVITIES

(84.5)

(70.5)

NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS

0.6

(8.0)

Cash and cash equivalents at the beginning of the year

95.1

105.4

Restricted cash

0.4

0.4

Effect of exchange rate fluctuations on cash held

(2.1)

(2.7)

CASH AND CASH EQUIVALENTS AT END OF THE YEAR

94.0

95.1

* Amount less than US$0.1m

-

Page 5 of 13

-

1 (d)(i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year

Statement of Changes in Equity - Group

Capital

Reserve

Equity

Fair

Share

Compen-

Non-

Share

Contributed

Translation

Value

Hedging

Based

sation

ESOS

Retained

Controlling

Total

Capital

Surplus

Reserve

Reserve

Reserve

Payment

Reserve

Reserve

Earnings

Total

Interests

Equity

US$m

US$m

US$m

US$m

US$m

US$m

US$m

US$m

US$m

US$m

US$m

US$m

Balance at 1 July 2019

273.6

654.2

(301.6)

(0.9)

(2.5)

(1.6)

3.5

(46.2)

497.8

1,076.3

(2.5)

1,073.8

Effect on initial application of IFRS16

-

-

2.3

-

-

-

-

-

(120.2)

(117.9)

-

(117.9)

Adjusted balance at 1 July 2019

273.6

654.2

(299.3)

(0.9)

(2.5)

(1.6)

3.5

(46.2)

377.6

958.4

(2.5)

955.9

Loss for the year

-

-

-

-

-

-

-

-

(26.7)

(26.7)

-

(26.7)

Other comprehensive income:

Pension actuarial losses, net of tax

-

-

-

-

-

-

-

-

(2.8)

(2.8)

-

(2.8)

Effective portion of changes in fair

value of cash flow hedges, net of tax

-

-

-

-

(1.3)

-

-

-

-

(1.3)

-

(1.3)

Net change in fair value of cash flow

hedges reclassified to profit or loss

-

-

-

-

1.0

-

-

-

-

1.0

-

1.0

Net exchange differences from

consolidation of foreign operations

-

-

(21.5)

-

-

-

-

-

-

(21.5)

0.1

(21.4)

Change in fair value of equity investments

at fair value through other

comprehensive income

-

-

-

*

-

-

-

-

-

*

-

*

Reclassification of fair value reserve on

liquidation of other investments to

retained earnings

-

-

-

0.9

-

-

-

-

(0.9)

-

-

-

Total other comprehensive income,

net of tax

-

-

(21.5)

0.9

(0.3)

-

-

-

(3.7)

(24.6)

0.1

(24.5)

Total comprehensive income for

the year, net of tax

-

-

(21.5)

0.9

(0.3)

-

-

-

(30.4)

(51.3)

0.1

(51.2)

Transactions with owners, recorded

directly in equity:

Value of employee services received

for issue of share options

-

-

-

-

-

-

(0.7)

-

-

(0.7)

-

(0.7)

per share for the year ended

30 June 2019

-

-

-

-

-

-

-

-

(21.0)

(21.0)

-

(21.0)

Total transactions with owners

-

-

-

-

-

-

(0.7)

-

(21.0)

(21.7)

-

(21.7)

Balance at 30 June 2020

273.6

654.2

(320.8)

-

(2.8)

(1.6)

2.8

(46.2)

326.2

885.4

(2.4)

883.0

Balance at 1 July 2018

273.6

654.2

(250.8)

(0.8)

(3.5)

(1.6)

3.0

(46.2)

474.7

1,102.6

(2.6)

1,100.0

Profit / (loss) for the year

-

-

-

-

-

-

-

-

50.3

50.3

*

50.3

Other comprehensive income:

Pension actuarial losses, net of tax

-

-

-

-

-

-

-

-

(6.3)

(6.3)

-

(6.3)

Effective portion of changes in fair

value of cash flow hedges, net of tax

-

-

-

-

0.7

-

-

-

-

0.7

-

0.7

Net change in fair value of cash flow

hedges reclassified to profit or loss

-

-

-

-

0.3

-

-

-

-

0.3

-

0.3

Net exchange differences from

consolidation of foreign operations

-

-

(33.3)

-

-

-

-

-

-

(33.3)

0.1

(33.2)

Reclassification of exchange differences

realised on disposal of subsidiaries to

profit or loss

-

-

(17.5)

-

-

-

-

-

-

(17.5)

-

(17.5)

Change in fair value of equity investments

at fair value through other

comprehensive income

-

-

-

(0.1)

-

-

-

-

-

(0.1)

-

(0.1)

Total other comprehensive income,

net of tax

-

-

(50.8)

(0.1)

1.0

-

-

-

(6.3)

(56.2)

0.1

(56.1)

Total comprehensive income for

the year, net of tax

-

-

(50.8)

(0.1)

1.0

-

-

-

44.0

(5.9)

0.1

(5.8)

Transactions with owners, recorded

directly in equity:

Value of employee services received

for issue of share options

-

-

-

-

-

-

0.5

-

-

0.5

-

0.5

First and final dividend of SGD0.022

per share for the year ended 30

June 2018

-

-

-

-

-

-

-

-

(20.9)

(20.9)

-

(20.9)

Total transactions with owners

-

-

-

-

-

-

0.5

-

(20.9)

(20.4)

-

(20.4)

Balance at 30 June 2019

273.6

654.2

(301.6)

(0.9)

(2.5)

(1.6)

3.5

(46.2)

497.8

1,076.3

(2.5)

1,073.8

* Amount less than US$0.1m

Page 6 of 13

Statement of Changes in Equity - Company

Capital

Reserve

Equity

Share

Compen-

Share

Contributed

Based

sation

ESOS

Retained

Capital

Surplus

Payment

Reserve

Reserve

Earnings

Total

US$m

US$m

US$m

US$m

US$m

US$m

US$m

Balance at 1 July 2019

273.6

654.2

(1.6)

2.7

(46.2)

453.0

1,335.7

Loss for the year

-

-

-

-

-

(11.4)

(11.4)

Total comprehensive income for the year,

net of tax

-

-

-

-

-

(11.4)

(11.4)

Transactions with owners, recorded directly

in equity:

Value of employee services received

for issue of share options

-

-

-

0.1

-

-

0.1

First and final dividend of SGD0.022 per

share for the year ended 30 June 2019

-

-

-

-

-

(21.0)

(21.0)

Total transactions with owners

-

-

-

0.1

-

(21.0)

(20.9)

Balance at 30 June 2020

273.6

654.2

(1.6)

2.8

(46.2)

420.6

1,303.4

Balance at 1 July 2018

273.6

654.2

(1.6)

2.7

(46.2)

459.7

1,342.4

Profit for the year

-

-

-

-

-

14.2

14.2

Total comprehensive income for the year,

net of tax

-

-

-

-

-

14.2

14.2

Transactions with owners, recorded directly

in equity:

First and final dividend of SGD0.022 per

share for the year ended 30 June 2018

-

-

-

-

-

(20.9)

(20.9)

Total transactions with owners

-

-

-

-

-

(20.9)

(20.9)

Balance at 30 June 2019

273.6

654.2

(1.6)

2.7

(46.2)

453.0

1,335.7

1(d)(ii) Details of any changes in the company's share capital arising from rights issue, bonus issue, subdivision, consolidation, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles, as well as the number of shares held as treasury shares, if any, against the total number of issued shares excluding treasury shares of the issuer, as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year

Issued Shares

As at 30 June 2020

As at 30 June 2019

Issued and fully paid ordinary shares

1,368,063,633

1,368,063,633

Full Year ended

Share Options

30 June 2020

30 June 2019

(a) Grant of share options under ESOS:

As at 1 July

26,250,000

37,250,000

Options granted

-

2,000,000

Options lapsed

(20,000,000)

(13,000,000)

As at 30 June

6,250,000

26,250,000

(b) Number of shares held in the ESOS Trust to be transferred to eligible

employees to satisfy the outstanding share options under the ESOS

68,295,000

68,295,000

There has been no change in the Company's share capital since the immediate preceding financial year.

Page 7 of 13

1(d)(iii) To show the total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year

As at

As at

30 June 2020

30 June 2019

Total issued ordinary shares

1,368.1 million

1,368.1 million

Less: Number of shares acquired by the ESOS Trust for ESOS

(68.3) million

(68.3) million

Total issued ordinary shares excluding shares acquired by the ESOS Trust for ESOS

1,299.8 million

1,299.8 million

1(d)(iv) A statement showing all sales, transfers, disposal, cancellation and/or use of treasury shares as at the end of the current financial period reported on.

Not applicable.

2. Whether the figures have been audited, or reviewed and in accordance with which auditing standard or practice.

These figures have been audited by the Group's auditors, KPMG LLP, in accordance with the Singapore Standards on Auditing. Please refer to the Auditors' report in Appendix 1.

3.

3A.

4.

5.

6.

Where the figures have been audited or reviewed, the auditors' report (including any modifications or emphasis of a matter).

Not applicable.

Where the latest financial statements are subject to an adverse opinion, qualified opinion or disclaimer of opinion:-

  1. Updates on the efforts taken to resolve each outstanding audit issue.
  2. Confirmation from the Board that the impact of all outstanding audit issues on the financial statements have been adequately disclosed. This is not required for any audit issue that is a material uncertainty relating to going concern.

Not applicable.

Whether the same accounting policies and methods of computation as in the issuer's most recently audited annual financial statements have been applied.

Except as disclosed in Note 5, the Group has applied the same accounting policies and methods of computation in the preparation of the financial statements for the financial year ended 30 June 2020 as with the audited financial statements for the financial year ended 30 June 2019.

If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change.

Adoption of IFRS 16 Leases

IFRS 16 introduces a single, on-balance sheet lease accounting model for lessees. The new accounting standard is effective for annual periods beginning on or after 1 January 2019. At commencement date of a lease, a lessee will recognise a liability to make a lease payment (i.e. the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e. the right-of-use asset). Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset.

The Group adopted IFRS 16 retrospectively with the cumulative effect of initially applying the standard as an adjustment to the opening retained earnings at the date of initial application, 1 July 2019. On the adoption of IFRS 16, the Group applied the practical expedient to recognise the right-of-use asset at its carrying amount as if IFRS 16 had been applied since the commencement date, but discounted using the lessee's incremental borrowing rate as of 1 July 2019, and recognition exemptions for short-term leases and leases of low value items in accordance with the principles of IFRS 16.

On the adoption of IFRS 16, the Group recognised additional right-of-use assets and additional lease liabilities, recognising the difference in retained earnings. The impact on transition as at 1 July 2019 is summarised below:

Statement of financial position

US$'m

Right-of-use assets - property, plant and equipment

570.3

Deferred tax asset

26.0

Lease liabilities

(723.2)

Trade and other payables

9.0

Retained earnings

120.2

Translation reserve

(2.3)

Early adoption of Interest Rate Reform - Amendments to IFRS 9 Financial Instruments, IAS 39 Financial Instruments: Recognition and

Measurement and IFRS 7 Financial Instruments: Disclosures

The Group has early adopted the Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7). These amendments provide temporary relief from specific hedge accounting requirements affected by IBOR reform. The Group applied the interest rate benchmark reform amendments retrospectively to hedging relationships that existed at 1 July 2019 or were designated thereafter and that are directly affected by interest rate benchmark reform. The early adoption of Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS 7) does not have any material effect on the Group's financial statements for the financial year ended 30 June 2020 .

Earnings per ordinary share of the group for the current financial period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends.

Audited 12 months

1 July 2019 to

1 July 2018 to

30 June 2020

30 June 2019

Earnings per share

Basic (loss) / earnings per share (US cents)

(2.1)

3.9

Diluted (loss) / earnings per share (US cents)

(2.1)

3.9

Earnings per share - continuing operations

Basic (loss) / earnings per share (US cents)

(2.1)

2.6

Diluted (loss) / earnings per share (US cents)

(2.1)

2.6

Based on 1,299.8 million shares, which is the weighted average number of ordinary shares in issue after adjusting for the shares held by the ESOS Trust for ESOS. As the Group was making losses for the financial year ended 30 June 2020, no changes were made to the diluted loss per share.

Page 8 of 13

7. Net asset value (for the issuer and group) per ordinary share based on issued share capital (exclude treasury share and share held by the ESOS trust) of the issuer at the end of the:-

  1. current financial period reported on; and
  2. immediately preceding financial year.

Audited Full Year

Audited Full Year

Net assets per share (US cents)

30 June 2020

30 June 2019

The Group

68.1

82.8

The Company

100.3

102.8

Based on 1,299.8 million shares, which is the weighted average number of ordinary shares in issue after adjusting for the shares held by the ESOS Trust for ESOS.

8. A review of the performance of the group, to the extent necessary for a reasonable understanding of the group's business. It must include a discussion of the following:-

  1. any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and
  2. any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on

Income Statement

Loss after tax for the year ended 30 June 2020 was US$26.7 million compared to profit after tax of US$50.3 million in the previous financial year. The following review sets out the factors that affected loss after tax for the year:

Revenue

Revenue was 26% lower than previous financial year due to lower revenue generated by the hotel and oil & gas segments.

Hotel revenue was lower compared to previous year due to the impact from the COVID-19 pandemic which resulted in our hotels in United Kingdom ("UK") being temporarily closed in 4th quarter of the financial year.

Lower revenue from oil and gas segment due to lower crude oil prices, lower oil production as well as the weakening of AUD against USD.

Cost of sales

The decrease in cost of sales was in tandem with decline in hotel revenue as stated above.

Other operating income

The increase in other operating income for the financial year was mainly due to compensation from the compulsory acquisition of Euston Hotel in 2018 and government grants from various COVID-19 pandemic relief schemes in UK and Singapore.

Administrative expenses

Lower administrative expenses was mainly due to cost rationalisation measures in the 4th quarter of the financial year amidst the COVID-19 pandemic as well as the depreciation of GBP against USD during the financial year.

Impairment loss on trade receivables

Reversal of impairment loss on trade receivables was mainly due to lower provision required on an improved trade debt aging balances.

Other operating expenses

The increase in other operating expenses was relating to the impairment of hotel properties, write down of development properties, redundancy costs, value added tax ("VAT") arising from discretionary service charge billed to customers in UK, and provision for legacy leases claims against a subsidiary in the UK which had provided a guarantee to a third party in relation to hotel properties previously leased and operated by another subsidiary.

Net financing costs

Higher financing costs was mainly due to the addition of interest expense on lease liabilities following the adoption of IFRS 16 during the year.

Income tax expense

Lower income tax expense was primarily due to lower tax charge on decreased royalty income as well as the recognition of deferred tax benefits at hotel segment arising from the adoption of IFRS 16 during the year.

Page 9 of 13

Statement of Comprehensive Income

Total comprehensive loss for the year was US$51.2 million. This included a net foreign exchange loss of US$21.4 million as a result of translating the books of the Group's UK and Australia subsidiaries which are denominated in GBP and AUD into the Group's reporting currency, which is USD. As at the end of 30 June 2020, GBP and AUD depreciated by 3% and 2% respectively against the USD as compared to 30 June 2019.

Statement of Financial Position

The Group's net assets before non-controlling interests decreased by 18% from US$1,076.3 million as at 30 June 2019 to US$885.4 million as at 30 June 2020.

Excluding the effects of currency translation, other significant factors that affected the Group's net assets as at 30 June 2020 were as follows:

  1. Hotels, property and equipment - increase was mainly due to the recognition of ROU assets following the adoption of IFRS16 since 1 July 2019.
  2. Deferred tax assets / liabilities - increase in deferred tax assets and decrease in deferred tax liabilities were mainly due to the recognition of deferred tax assets following the adoption of IFRS16 since 1 July 2019.
  3. Development properties - decrease was mainly due to write down of assets value during the year.
  4. Trade and other receivables - decrease was mainly due to lower trade receivables and prepayment for the hotel segment resulting from temporarily closure of our hotels in UK in 4th quarter of the financial year amidst the COVID- 19 pandemic.
  5. Long term loan and borrowings - decrease was due to partial repayment during the year.

f) Lease liabilities - increase was mainly due to the recognition of lease liabilities following the adoption of IFRS16 since 1 July 2019.

  1. Provisions - increase was mainly due to provision for legacy leases claim, redundancy costs and value added tax arising from discretionary service charge billed to customers in UK.
  2. Trade and other payables - decrease was due to scheduled settlement of creditor balances and timing differences on suppliers' billing as well as reduced supplies for hotels operation following the temporarily closure of our hotels in UK in 4th quarter of the financial year amidst the COVID-19 pandemic.
  3. Corporate tax payable - decrease mainly due to tax provision on lower royalty income receipt during the year.

Statement of Cash Flows

Net cash inflow of US$0.6 million at the end of the year compared with net cash outflow of US$8.0 million in the previous year. This was primarily due to the one-off receipt of Euston CPO compensation, lower partial repayment of long term loan and borrowings and lower capital expenditures in hotel segment during the year.

  1. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results.
    The Group had not previously released any forecast or prospect statements.
  2. A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months
    The COVID-19 pandemic has greatly impacted our hotel operations in the United Kingdom ("UK"). All of the Group's hotels were closed in late March 2020 in compliance with a directive from the UK government. With the easing of restrictions in the UK in July 2020 which allows businesses (including pubs, restaurants and hotels) to reopen provided they abide by guidelines from the UK government, our hotels are re-opening on a phased basis depending on demand in their locality. At present, two have resumed operations, with more scheduled to reopen in the coming months.
    In the near term, the pandemic is expected to restrict international travel, translating into weak demand for hotel rooms in London. The Group continues to implement cost reduction initiatives, defer non-business critical capital projects in order to preserve working capital and liquidity, and monitor the situation so as to adapt its response to developments as they arise during this unprecedented crisis.

Page 10 of 13

  1. Dividend
    1. Current Financial Period Reported On
      Any dividend declared for the current financial period reported on? No
    2. Corresponding Period of the Immediately Preceding Financial Year
      Any dividend declared for the corresponding period of the immediately preceding financial year?
      Name of dividend: First and Final (one-tier tax exempt)
      Dividend type: Cash
      Dividend rate: S$0.022 per ordinary share
      Par value of shares: US$0.20
    3. Date payable Not applicable.
    4. Record date Not applicable.
  2. If no dividend has been declared/recommended, a statement to that effect and the reason(s) for the decision
    No dividend has been declared in respect of the current financial year. As a result of the uncertainties surrounding our hotel segment operating environment, the Board of Directors believes that it would be prudent not to pay a dividend for the financial year. This will allow the Group to conserve cash to meet its operational requirements.
  3. If the group has obtained a general mandate from shareholders for IPTs, the aggregate value of such transactions as required under Rule 920(1)(a)(ii). If no IPT mandate has been obtained, a statement to that effect
    The Group does not have a general mandate from shareholders for interested person transactions.

Page 11 of 13

14. Segmented revenue and results for business or geographical segments (of the group) in the form presented in the issuer's most recently audited annual financial statements, with comparative information for the previous corresponding period

30 June 2020

Total

Gaming

Oil and

Property

continuing

discontinued

Grand

Hotels

gas

development

Others

operations

operation

total

US$m

US$m

US$m

US$m

US$m

US$m

US$m

Revenue

230.0

25.2

3.0

-

258.2

-

258.2

Cost of sales

(157.1)

(2.9)

*

-

(160.0)

-

(160.0)

Gross profit

72.9

22.3

3.0

-

98.2

-

98.2

Other operating income

22.6

0.2

1.0

0.5

24.3

-

24.3

Administrative expenses

(43.7)

(1.1)

(5.3)

(3.8)

(53.9)

-

(53.9)

Impairment loss on trade

receivables

0.1

-

*

-

0.1

-

0.1

Other operating expenses

(34.7)

-

(13.1)

-

(47.8)

-

(47.8)

Operating profit / (loss)

17.2

21.4

(14.4)

(3.3)

20.9

-

20.9

Finance income

0.9

-

-

0.6

1.5

-

1.5

Finance costs

(46.5)

-

-

(1.5)

(48.0)

-

(48.0)

Net financing (costs) / income

(45.6)

-

-

(0.9)

(46.5)

-

(46.5)

(Loss) / profit before tax

(28.4)

21.4

(14.4)

(4.2)

(25.6)

-

(25.6)

Income tax expense

6.7

(7.8)

-

-

(1.1)

-

(1.1)

(Loss) / profit for the year

(21.7)

13.6

(14.4)

(4.2)

(26.7)

-

(26.7)

30 June 2019

Total

Gaming

Oil and

Property

continuing

discontinued

Grand

Hotels

gas

development

Others

operations

operation

total

US$m

US$m

US$m

US$m

US$m

US$m

US$m

Revenue

317.0

29.2

3.1

-

349.3

-

349.3

Cost of sales

(218.8)

^

(3.1)

^

*

-

(221.9)

^

-

(221.9)

^

Gross profit

98.2

26.1

3.1

-

127.4

-

127.4

Other operating income

0.2

-

-

0.3

0.5

17.2

17.7

Administrative expenses

(47.7)

^

(1.2)

^

(5.2)

(4.3)

(58.4)

^

(1.3)

(59.7)

^

Impairment loss on trade

receivables

(0.7)

-

*

-

(0.7)

-

(0.7)

Other operating expenses

(11.4)

-

(4.9)

-

(16.3)

-

(16.3)

Operating profit / (loss)

38.6

24.9

(7.0)

(4.0)

52.5

15.9

68.4

Finance income

1.1

-

-

0.5

1.6

*

1.6

Finance costs

(12.6)

-

-

(0.6)

(13.2)

*

(13.2)

Net financing (costs) / income

(11.5)

-

-

(0.1)

(11.6)

*

(11.6)

Profit / (loss) before tax

27.1

24.9

(7.0)

(4.1)

40.9

15.9

56.8

Income tax benefit/(expense)

2.5

(9.3)

0.2

*

(6.6)

0.1

(6.5)

Profit / (loss) for the year

29.6

15.6

(6.8)

(4.1)

34.3

16.0

50.3

* Amount less than US$0.1m

^ Reclassification of hotel depreciation and intangible asset amortisation from administrative expenses to cost of sales for comparative purpose.

Page 12 of 13

  1. In the review of performance, the factors leading to any material changes in contributions to turnover and earnings by the business or geographical segments.
    The Group's revenues were significantly impacted by the COVID-19 pandemic and the decline in oil prices in the 4th quarter of the financial year as well as the weakened GBP and AUD against USD. Both hotel revenue and oil and gas royalty income were lower compared to previous financial year. Set out below are factors which affected the Group's segmental revenue and earnings.
    The hotel segment recorded lower revenue as a result of the temporary closure of our hotels in United Kingdom in 4th quarter of the financial year due to the COVID-19 pandemic. In addition, impairment losses on hotel properties and provisions for restructuring measures have further lowered the earnings during the financial year. Apart from the above, the adoption of new IFRS16 has resulted in higher expenses due to timing differences on the depreciation charge for ROU assets and interest expenses on lease liabilities compared to the operating lease expenses used previously.
    The oil and gas segment reported lower year-on-year earnings due to lower crude oil prices, lower production volumes as well as the weakening of AUD against USD.
    Property development reported lower earnings mainly due to write down of the value of development properties during the year.
  2. A breakdown of sales (Continuing operations)

Latest

Previous

Favourable /

Financial Year

Financial Year

(unfavourable)

US$m

US$m

variance %

Revenue reported for first half year

193.3

191.0

1

Operating profit after tax before deducting

non-controlling interest for first half year

26.9

33.2

(19)

Revenue reported for second half year

64.9

158.3

(59)

Operating (loss) / profit after tax before deducting

non-controlling interest for second half year

(53.6)

1.1

N.M.

17.

A breakdown of total annual dividend (in dollar value) for the issuer's latest full year and its previous full year.

Latest Full Year

Previous Full year

US$m

US$m

Final cash dividend

-

22.3 *

*estimated based on share capital of 1,368,063,633 ordinary shares at the end of the financial year.

18.

Confirmation pursuant to Rule 720(1) of the Listing Manual

GL Limited confirms that undertakings under Rule 720(1) have been obtained from all its directors and executive officers in the

format set out in Appendix 7.7.

19.

Disclosure of person occupying a managerial position in the issuer or any of its principal subsidiaries who is a relative of

a director or chief executive officer or substantial shareholder of the issuer pursuant to Rule 704(13) in the format below. If

there are no such persons, the issuer must make an appropriate negative statement.

There is no person occupying a managerial position in the issuer or any of its principal subsidiaries who is a relative of a director or chief executive officer or substantial shareholder of the issuer.

BY ORDER OF THE BOARD

SUSAN LIM

Group Company Secretary

26 August 2020

Page 13 of 13

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Guoco Group Limited published this content on 26 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 August 2020 12:21:08 UTC