Regent Pacific Group Limited — Earnings Release 2002

Oct 2, 2002

Listed Company Information

IREGENT GROUP<00575> - Results Announcement (Summary) iRegent Group Limited announced on 2/10/2002: (stock codes: Ord: 575 & War: 633) Year end date: 31/3/2002 Currency: United States dollars Auditors' Report: Unqualified Review of Interim Report by: N/A (Audited) (Audited) Last Current Corresponding Period Period from 1/4/2001 from 1/4/2000 to 31/3/2002 to 31/3/2001 ('000) ('000) Turnover : 2,808 (744) Profit/(Loss) from Operations : (13,552) (44,812) Finance cost : (145) (358) Share of Profit/(Loss) of Associates : 16,143 (53,440) Share of Profit/(Loss) of Jointly Controlled Entities : - - Profit/(Loss) after Tax & MI : 3,553 (98,331) % Change over Last Period : N/A EPS/(LPS)-Basic : US0.3 cent (US8.5 cents) -Diluted : US0.3 cent N/A Extraordinary (ETD) Gain/(Loss) : - - Profit/(Loss) after ETD Items : 3,553 (98,331) Final Dividend per Share : NIL NIL (Specify if with other options) : - - B/C Dates for Final Dividend : N/A Payable Date : N/A B/C Dates for (-) General Meeting : N/A Other Distribution for Current Period : N/A B/C Dates for Other Distribution : N/A Remarks: 1. Operating profit/(loss) on core activities There is no breakdown of the results for the current year, as there were no material acquisitions or disposals of subsidiaries. The effect on the consolidated results for the year ended 31 March 2001 of acquisitions and disposals of subsidiaries was as follows: Continuing operations Discontinued operations Previously Disposal or existing Acquisitions distribution Total US$'000 US$'000 US$'000 US$'000 Turnover: Asset management 5,713 - 1,455 7,168 Corporate finance 41 - 232 273 Property management - - 463 463 Corporate investment (5,365) (3,594) (2,342) (11,301) Internet retailing - 2,653 - 2,653 ----------------------------------------------------------------- 389 (941) (192) (744) Expenses: Personnel costs (3,678) (2,255) (898) (6,831) Marketing costs (200) (2,911) (12) (3,123) Cost of internet goods sold - (2,780) - (2,780) Other costs (3,751) (3,863) (1,527) (9,141) ----------------------------------------------------------------- (7,240) (12,750) (2,629) (22,619) Exceptional items: Profit on deemed disposal of subsidiary (note a) - - 1,926 1,926 Profits on sale of interests in associates (note b) - - 18,845 18,845 Exceptional gain on discontinuance of activity in associate (note c) - - 29,186 29,186 Impairment of goodwill on discontinuance of activity in associate (note d) - - (49,026) (49,026) Other impairment of goodwill (note d) 15,088 (38,212) - (23,124) ----------------------------------------------------------------- 7,848 (50,962) (1,698) (44,812) Share of (loss) of associates (18,846) (602) (33,992) (53,440) ----------------------------------------------------------------- (10,998) (51,564) (35,690) (98,252) ================================================================= a. (Loss)/Profit on deemed disposal of subsidiary The (loss)/profit on deemed disposal of subsidiary relates to the dilution of the Group's interest in bigsave Holdings plc (formerly known as BigSave.com Limited) due to the issue of further shares by bigsave Holdings plc to its minority shareholders. b. Profits on sale of interests in associates The net consolidated profits on sales of interests in associates for the year ended 31 March 2001 related to: (i) On 20 March 2001, KoreaOnline Limited ("KOL") exercised a call option pursuant to an option agreement dated 7 November 2000 to acquire 8,000,000 "A" shares in SWKOL (Labuan) Limited from The State of Wisconsin Investment Board ("SWIB"). In consideration of SWIB transferring such 8,000,000 "A" shares in SWKOL (Labuan) Limited, 6,000,000 new shares in KOL were issued to SWIB on 28 April 2001, which diluted the Company's holding in KOL to 40.2%. The exercise of this option increased the Group's share of the net assets of KOL, resulting in a deemed gain on disposal of US$19,566,000 after deducting goodwill of US$5,173,000. This matter was accounted for within the year ended 31 March 2001 as the terms of the call option were such that the exercise was irrevocable notwithstanding that the administration was incomplete at the end of last year. (ii) Certain directors of Charlemagne Capital Limited (then called Regent Europe Limited) entered into a share put option in relation to that company which was exercised in May 2000. As a result of the exercise, the Group incurred a loss of US$1,071,000. (iii) On 30 March 2001, the Group sold its remaining 20.56% stake in Charlemagne Capital Limited for US$6,271,000, realising a profit of US$350,000 above the then carrying value of the shareholding. c. Exceptional gain on discontinuance of activity in associate The exceptional gain for the year ended 31 March 2001 related to the reduction of the deficit in shareholders' funds on the discontinuance of the business of Regent Insurance Co Ltd, a subsidiary of KoreaOnline Limited. d. Impairment of goodwill (i) Goodwill of US$38,632,000 previously eliminated against reserves relating to the investment in KoreaOnline Limited, an associate, had been accounted for within the income statement on the basis that the Directors considered its value had been impaired consequent on significant losses and the restructuring of that company. Of this amount, US$49,026,000 had been offset against the exceptional gain arising on discontinued activities within KOL and US$5,173,000 charged against deemed partial disposal of shareholding in KOL (note b(i) above). The credit balance of US$15,567,000 had been written off separately. (ii) Goodwill of US$36,488,000 arising as a result of the acquisition of Interman Holdings Limited and previously shown in the Group's interim figures as being eliminated against reserves had now been accounted for within the income statement on the basis that the Directors considered its value had been impaired consequent on restructuring within bigsave Holdings plc, the major asset of Interman Holdings Limited. (iii) Net goodwill of US$2,203,000 arising as a result of a number of other acquisitions had been charged to the income statement directly. Of this amount US$479,000 had previously been shown in published figures as being eliminated against reserves. 2002 2001 US$'000 US$'000 Goodwill taken to reserves: Balance at 1 April 2000 - 25,893 Net goodwill arising on acquisitions - 57,224 Transfer from goodwill reserve on dividend distribution - (5,794) ----------------------- Balance at 31 March 2001 - 77,323 Charged to income statement: On discontinuance of activities within KOL - (49,026) Against deemed partial disposal of shareholding in KOL - (5,173) Due to reorganisation of KOL - 15,567 Due to impairment within Interman Holdings Limited - (36,488) Other goodwill written off - (2,203) ----------------------- Total included within reserves - - ======================= 2. Earnings/(Loss) per share a. The calculation of basic earnings/(loss) per share is based on the net profit attributable to shareholders for the year of US$3,553,000 (2001: loss of US$98,331,000) and on the weighted average of 1,186,902,435 (2001: 1,156,543,357) shares of the Company in issue during the year. b. The diluted earnings per share is based on the net profit attributable to shareholders for the year of US$3,553,000 and on the weighted average of 1,189,551,057 shares issued and issuable, calculated on the assumption that the Company's outstanding share options had been exercised.