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EXCHANGEABLE NOTES
12 Months Ended
Dec. 31, 2018
Borrowings [abstract]  
EXCHANGEABLE NOTES
24.
EXCHANGEABLE NOTES
 
During 2015, the Group issued US$115,000,000 of exchangeable senior notes which will mature on April 1, 2045, subject to earlier repurchase, redemption or exchange. The notes are senior unsecured obligations and accrue interest at an annual rate of 4%, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2015. The notes are convertible into ordinary shares of the parent entity at the applicable exchange rate, at any time prior to the close of business on the second business day immediately preceding the maturity date, at the option of the holder, or repayable on April 1, 2045. The conversion rate is 47.112 ADSs per $1,000 principal amount of notes, equivalent to an exchange price of approximately $21.88 per ADS. The exchange rate is subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. The notes include a number of non-financial covenants, all of which were complied with at December 31, 2018.
 
In August 2018, the Group purchased US$15,100,000 of the exchangeable notes, at a rate of 79.75 cents in the Dollar. The amount paid was US$12,042,000 plus accrued interest of US$205,000. The gain on the purchase was US$463,000 and this is shown within selling, general and administrative expenses in the statement of operations. The nominal amount of the debt after the purchase is US$99,900,000.
 
The notes include a number of put and call options, and these embedded derivatives are measured at fair value through the Consolidated Statement of Operations. The first date on which holders can exercise their put option is April 1, 2022. If the put option is exercised, the issuer has to repurchase the notes at par. The embedded derivatives are summarised as follows:
 
 
 
December 31,
2018
US$’000
   
December 31,
2017
US$’000
 
Non-current assets
           
Exchangeable note bond call option
   
-
     
360
 
 
               
Non-current liabilities
               
Exchangeable note equity conversion option
   
238
     
1,790
 
Exchangeable note bond put option
   
-
     
440
 
 
               
 
   
238
     
2,230
 
 
               
Total value of embedded derivatives – net liability
   
238
     
1,870
 
 
Financial income in the consolidated statement of operations for the year includes US$1,388,000 (2017: US$2,390,000) arising from the revaluation of embedded derivatives at fair value at December 31, 2018. US$245,000 of the embedded derivatives balance was eliminated due to the purchase of exchangeable notes during 2018.
 
The exchangeable notes are treated as a host debt instrument with embedded derivatives attached. On initial recognition, the host debt instrument is recognised at the residual value of the total net proceeds of the bond issue less fair value of the embedded derivatives. Subsequently, the host debt instrument is measured at amortised cost using the effective interest rate method. The carrying value of exchangeable senior notes is calculated as follows:
 
 
 
December 31,
2018
US$’000
   
December 31,
2017
US$’000
 
Balance at 1 January
   
92,955
     
92,232
 
Accretion interest
   
689
     
723
 
Less: purchased during the year at fair value
   
(12,262
)
   
-
 
 
               
 
   
81,382
     
92,955
 
 
               
 
 
 
December 31,
2018
US$’000
   
December 31,
2017
US$’000
 
Exchangeable senior notes
   
81,382
     
92,955
 
Total value of embedded derivatives – liability
   
238
     
2,230
 
 
               
Total non-current liabilities
   
81,620
     
95,185
 
 
This liability will accrete back to its nominal value of US$99,900,000 over the term of the debt using an effective interest rate methodology. Financial expense in the consolidated statement of operations for the year includes US$689,000 (2017: US$723,000) of accretion interest.