Final Results

Siam Investment Fund 29 July 2005 INDEPENDENT AUDITORS' REPORT To the Shareholders of Siam Investment Fund (incorporated in the Cayman Islands as an exempted company with limited liability) We have audited the accompanying statements of net assets of Siam Investment Fund as at 31 March 2005 and 2004 and the related statements of operations, changes in net assets, and cash flows for the years then ended. These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial positions of Siam Investment Fund as at 31 March 2005 and 2004, and the results of its operations, changes in its net assets, and its cash flows for the years then ended in conformity with International Accounting Standards. Without qualifying our opinion, we draw attention to the following matters: a) As described in Note 4 to the financial statements, the Fund has taken a conservative approach to establish full provisions for possible loss of such problematic investments in unlisted equity and debt investments as at 31 March 2005 and 2004. The Fund's directors believe that the provision is adequately estimated to cover the possible loss as the Fund intends to hold such investments for the long term. b) As more fully described in Note 8.1 to the financial statements, the Fund entered into a sales transaction of its unlisted equity investment to a major shareholder which may have failed fully to comply with the requirements of Chapter 11 of the London Stock Exchange Listing Rules concerning related party transactions. The Board of the Fund has investigated and notified the UK Listing Authority (the Financial Services Authority) of this issue and is awaiting a response in that regard. The Board of the Fund, however, has taken such steps, which it believes are appropriate steps to ensure that a lapse in compliance with Chapter 11 does not occur in the future. Bangkok, Thailand 30 June 2005 SIAM INVESTMENT FUND STATEMENTS OF NET ASSETS AS AT 31 MARCH 2005 AND 2004 US$ Notes 2005 2004 Investments - net 4, 8 14,177,373 19,720,194 Current assets Cash and cash equivalents 4,252,625 5,296,648 Dividend receivable 81,097 103,235 Deposit for purchase of investment - 2,599,870 Other current assets 35,244 86,559 Total current assets 4,368,966 8,086,312 Current liabilities Dividend payable (2,500,000) (2,500,000) Payable to an investor (337,750) - Accrued expenses (107,797) (11,219) Total current liabilities (2,945,547) (2,511,219) Net current assets 1,423,419 5,575,093 Net assets 15,600,792 25,295,287 Net assets financed by: Share capital 5 12,500 12,500 Share premium 6 7,487,500 12,487,500 Capital reserve 7,867,680 12,106,200 Revenue reserve 233,112 689,087 Total net assets 15,600,792 25,295,287 Net asset value per share 6.24 10.12 Number of issued shares 2,500,000 2,500,000 For and on behalf of Siam Investment Fund: ................................................................................ Director ................................................................................ Director The accounting policies and the notes on page 5 to 18 form an integral part of these financial statements. SIAM INVESTMENT FUND STATEMENTS OF OPERATIONS FOR THE YEARS ENDED 31 MARCH 2005 AND 2004 US$ Notes 2005 2004 Investment income Dividend income 218,599 233,954 Interest income 44,472 15,045 Gain on foreign exchange 50,003 421,083 Gain from reversal of bad debt 4 45,716 63,484 Total income 358,790 733,566 Expenses Advisory fees 8 500,000 500,008 Administrative expenses 8, 9 314,765 234,157 Total expenses 814,765 734,165 Net loss from investments (455,975) (599) Realised and unrealised gain (loss) on investments Realised gain on investments 4,216,088 7,682,594 Unrealised gain (loss) on investments (8,454,608) 8,076,780 Total realised and unrealised gain (loss) on investments (4,238,520) 15,759,374 (Decrease) increase in net operating assets (4,694,495) 15,758,775 (Decrease) increase in net operating assets per share (1.88) 6.30 The accounting policies and the notes on page 5 to 18 form an integral part of these financial statements. SIAM INVESTMENT FUND STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEARS ENDED 31 MARCH 2005 AND 2004 Share capital Share Capital Revenue Total (Note 5) premium reserve reserve (Note 6,7) Balance at 1 April 2003 12,500 22,487,500 (3,653,174) 689,686 19,536,512 Net loss from operations - - - (599) (599) Realised gain on investments - - 7,682,594 - 7,682,594 Unrealised gain on investments - - 8,076,780 - 8,076,780 Dividend payments - (10,000,000) - - (10,000,000) Balance at 31 March 2004 12,500 12,487,500 12,106,200 689,087 25,295,287 Balance at 1 April 2004 12,500 12,487,500 12,106,200 689,087 25,295,287 Net loss from operations - - - (455,975) (455,975) Realised gain on investments - - 4,216,088 - 4,216,088 Unrealised gain on investments - - (8,454,608) - (8,454,608) Dividend payments - (5,000,000) - - (5,000,000) Balance at 31 March 2005 12,500 7,487,500 7,867,680 233,112 15,600,792 The accounting policies and the notes on page 5 to 18 form an integral part of these financial statements. SIAM INVESTMENT FUND STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED 31 MARCH 2005 AND 2004 US$ 2005 2004 Cash flows from operating activities: (Decrease) increase in net operating assets (4,694,495) 15,758,775 Unrealized (gain) loss on investments 8,454,608 (8,076,780) Changes in assets and liabilities: Investments (2,911,787) 6,924,253 Accounts receivable - 2,208,491 Dividend receivable 22,138 251,266 Deposit for purchase of investment 2,599,870 (2,599,870) Other current assets 51,315 (71,226) Payable to an investor 337,750 - Accrued expenses 96,578 (7,972) Total cash provided from operating activities 3,955,977 14,386,937 Cash flows from financing activity: Dividend payments (5,000,000) (10,000,000) Total cash used in financing activity (5,000,000) (10,000,000) Net increase (decrease) in cash and cash equivalents for year (1,044,023) 4,386,937 Cash and cash equivalents at beginning of year 5,296,648 909,711 Cash and cash equivalents at end of year 4,252,625 5,296,648 The accounting policies and the notes on page 5 to 18 form an integral part of these financial statements. SIAM INVESTMENT FUND NOTES TO THE FINANCIAL STATEMENTS AS AT 31 MARCH 2005 AND 2004 1 Business activities Siam Investment Fund ('the Fund') is a closed-end investment fund and was incorporated as an exempted company with limited liability in the Cayman Islands on 22 February 1996. The Fund obtained a listing for its shares on the London Stock Exchange on 25 April 1996. The Fund's investment objective is to achieve long-term capital appreciation through investments primarily in unlisted companies, joint ventures and projects. Such investments were previously in the Southeast Asian region, however, following a change in mandate as approved by the shareholders' meeting held on 6 March 1998, the Fund may now invest up to 100% of its capital in listed and unlisted companies in Thailand. 2 Duration The Fund will be dissolved on 31 March 2006. However, with the approval of the holders of at least two-thirds of the shares of the Fund, approved at or prior to the annual general meeting in 2006, the term of the Fund may be extended for an additional two years to 31 March 2008. 3 Significant accounting policies a) Basis of preparation The financial statements have been prepared in accordance with and are generally consistent with the International Accounting Standards. These require the Fund's Directors to make estimates and assumptions that affect the reported amounts and disclosure in the financial statements. Actual results could differ from these estimates. b) Cash equivalents The Fund considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. c) Investments All securities for which market quotations are readily available are valued at the closing market prices. Securities for which market quotations are not readily available are valued by the Directors at cost or at a valuation based on third-party transactions in the same or in similar investments or at fair market value taking into consideration the cost of the investments, the quoted prices of investments of comparable publicly traded companies, market conditions, the underlying collateral, financial data and projections of the issuer of any relevant securities, and such other factors as the Directors may deem relevant. Investment transactions are accounted for on the trade date. Realized gains and losses from securities transactions are reported on an identified cost basis. Dividend and interest income is accounted for on an accrual basis. Discounts on securities purchased are amortized over the life of the respective securities. d) Foreign currency transactions Transactions denominated in foreign currencies are translated into United States dollars at the rates of exchange prevailing on the transaction dates. All monetary assets and liabilities expressed in foreign currencies at the balance sheet date are translated into United States dollars at the rate of exchange prevailing at that date. Realized and unrealized gains and losses on translation of foreign currencies relating to the carrying value of investments are charged directly to income before being appropriated as the capital reserves. All other realized and unrealized gains and losses on translation of foreign currencies are included in the statement of operations. e) Interest income Interest income is recognised under the accrual basis. f) Net asset value per share Net asset value per share is determined by dividing the net asset value by the weighted average number of shares in issue during the year. 4 Investments - net US$ 2005 2004 Listed investments, at market value (Note 4.1) 10,272,491 17,084,589 Unlisted investments, at Directors' valuation (Note 4.2) 3,904,882 2,635,605 Investments - net 14,177,373 19,720,194 Cost of investments 19,853,642 16,986,505 The Fund has taken a conservative approach to establish full provisions for possible loss of such problematic investments in unlisted equity and debt investments (Note 4.2) as at 31 March 2005 and 2004. The Fund's directors believe that the provision is adequately estimated to cover the possible loss as the Fund intends to hold such investments for the long term. The costs of investments shown above and in 4.1 and 4.2 below reflect the costs at the date of acquisition and do not include any subsequent foreign exchange adjustments. An analysis of the Company's investments is as follows: 2005 2004 % Market Market of net assets Cost value Cost value of the Fund Industry % US$ US$ % US$ US$ 2005 2004 holding holding 4.1 Listed investments TISCO Finance 0.27% 1,116,929 922,757 0.28% 366,147 350,140 5.91 1.39 Finance Plc. Kim Eng Securities Securities Broker (Thailand) 0.02% 162,113 91,234 0.08% 634,942 547,555 0.58 2.16 Bangkok Bank Banking - - - 0.01% 239,692 240,642 - 0.95 Plc. Kasikorn Bank Banking - - - 0.01% 383,173 370,512 - 1.46 Plc. Charoen Pokphand Agribusiness 0.12% 709,072 688,321 0.05% 511,615 442,832 4.41 1.75 Foods Plc. Robinson Commerce 0.33% 376,819 462,902 - - - 2.97 - Department Store Plc. Siam Makro Plc. Commerce - - - 0.50% 1,189,378 1,336,898 - 5.29 Hana Electrical Microelectronics Plc. Components 0.09% 378,317 397,890 - - - 2.55 - KCE Electronics Electrical Plc. Components 0.28% 128,514 122,682 - - - 0.79 - Singer Thailand Electrical Plc. Products 0.37% 166,461 138,002 - - - 0.88 - Asian Insulators Energy 0.38% 664,855 621,758 - - - 3.99 - Plc. Sansiri Property - - - 0.02% 63,704 61,879 - 0.24 Plc. Golden Land Property Development Plc. Property 0.16% 327,588 213,391 0.16% 327,588 267,380 1.37 1.06 2005 2004 % Market Market of net assets Cost value Cost value of the Fund Industry % US$ US$ % US$ US$ 2005 2004 holding holding 4.1 Listed investments (continued) Natural Park Property 1.12% 2,743,910 2,165,714 1.30% 3,203,554 10,641,711 13.88 42.07 Plc. BOA Apartment Property 0.01% 1,545 1,296 0.01% 1,545 1,406 0.01 0.01 Property Fund 1 Krisada Property 0.71% 1,260,186 337,337 0.72% 1,260,186 1,260,507 2.16 4.98 Mahanakorn Plc. CH. Karnchang Property 0.14% 514,783 502,172 - - - 3.22 - Plc. Siam Syntech Property 0.33% 533,838 166,113 0.01% 533,838 479,348 1.06 1.90 Constructions Plc. Pranda Jewelry Jewelry 0.31% 166,775 162,280 1.37% 555,840 605,042 1.04 2.39 Plc. Pranda Jewelry Jewelry 6.19% 583,465 467,672 3.63% 583,465 478,737 3.00 1.89 Plc. - Warrants Millennium Steel Building Plc. & Furnishing Materials 0.22% 559,218 498,339 - - - 3.19 - Tycoons Building Worldwide Group & Furnishing (Thailand) Plc. Materials 0.49% 947,377 965,275 - - - 6.19 - Thai Cane Paper Paper & Plc. Printing Materials 0.34% 399,772 389,012 - - - 2.49 - Thoresen Thai Transportation 0.16% 944,403 958,344 - - - 6.14 - Agencies Plc. Total - Listed 12,685,940 10,272,491 9,854,667 17,084,589 65.83 67.54 investments 2005 2004 % Directors Directors of net assets Cost valuation Cost valuation of the Fund Industry % US$ US$ % US$ US$ 2005 2004 holding holding 4.2 Unlisted investments 4.2.1 Equity investments Northbridge International Communities School Ltd. 6.25% 2,462,569 - 6.25% 2,462,569 - - - Manager Media Rehabilitation 1.37% 59,978 - 1.37% 59,978 - - - Group Plc. Samakkhisan Rehabilitation 3.52% 51,549 - 3.52% 51,549 - - - (Dokya) Plc. Krisada Mahanakorn Plc. Property 1.41% - 30,613 - - - 0.20 - Warrant PAE (Thailand) Rehabilitation 6.96% 404,350 408,897 6.96% 404,350 407,439 2.62 1.61 Plc. (a) JP - One Resources and Assets Co., Ltd Energy 6.00%(*) 778,312 782,009 6.00% 696,732 700,280 5.01 2.77 G Steel Plc. Hot-rolled (c) coil Industrials 0.46% 1,520,144 2,683,363 0.46% 1,520,144 1,527,886 17.20 6.04 Total - 5,276,902 3,904,882 5,195,322 2,635,605 25.03 10.42 unlisted equity investments (*) Under certain agreements entered into during 2004 - 2005, the Fund has held other 36.50% stakes in JP-One Assets in the interest of other investors (15.67%) and Finansa Fund Management Ltd. (20.83%) as at 31 March 2005. 2005 2004 Directors' Directors' % of net assets % Cost valuation % Cost valuation of the Fund Industry holding US$ US$ holding US$ US$ 2005 2004 4.2.2 Debt investments Convertible term loan to Monterey Pizza Co., Ltd. (d) Foods - 1,890,800 - 1,936,516 - - - Total - unlisted debt investment 1,890,800 - 1,936,516 - - - Total - unlisted 7,167,702 3,904,882 7,131,838 2,635,605 25.03 10.42 investments Investments - net 19,853,642 14,177,373 16,986,505 19,720,194 90.86 77.96 (a) PAE (Thailand) Public Company Limited PAE (Thailand) Public Company Limited ('PAE') is a construction company which was listed on the Stock Exchange of Thailand ('SET'). The company was founded in 1964 as a subsidiary of an American company carrying out engineering projects in Thailand. PAE expanded its construction and engineering operations rapidly during 1994-1997. To keep up with the growth, PAE entered into significant foreign currency loan contracts. As a result of the Baht devaluation in July 1997, liabilities grew substantially from Baht 761 million to Baht 3,249 million while the company was unable to secure any new sizable contract after the Baht crisis. The company, therefore, was unable to service its debts. The management had no choice but to enter the Bank of Thailand CDRAC process in an effort to reach an arrangement with its creditors to restructure its debt. At the end of CDRAC process, PAE decided to file for business reorganization with Central Bankruptcy Court. The Court granted an order for rehabilitation of PAE on 22 February 2000 and appointed GTT Planners Co., Ltd as the Plan Administrator. The Rehabilitation Plan has been approved and amended several times. The final Rehabilitation Plan was approved by the Central Bankruptcy Court on 15 November 2002. Under this plan, the existing capital of PAE was to be decreased. Subsequently, Freeinternet Co., Ltd. and a group of new investors were to inject the capital funds of Baht 210 million to subscribe to 35 million newly issued shares of PAE at the price of Baht 6 per share (Baht 10 par value). These funds were to be used as a payment to the priority creditors. On 26 January 2004, a group of new investors including Siam Investment Fund injected capital totaling Baht 210 million to subscribe to 35 million shares. The Central Bankruptcy Court has subsequently, on 28th April 2004, issued their acceptance of the completion of the Rehabilitation Plan of PAE as the decrease and increase in capital and the new shares issued to the investors as well as the payment to the priority creditors, secured creditors and non-secured creditors have been completed. In terms of operations, revenues from sales and construction works for the year 2004 were Baht 155.40 million compared to Baht 127.90 million in 2003 with a net profit of Baht 2.9 billion in 2004 (comprising mostly a gain from debt restructuring). 12 In 2005, PAE will continue to focus on its core construction and telecommunication business. The management expects the company to generate net profit from operations during the 1st half of 2005. This will enable PAE's shares to resume trading under the SET toward the end of 2005. Siam Investment Fund owns 2.6 million shares of PAE which represents 6.96% holding of the company. The remaining balance is held by Freeinternet and other minority investors. (b) JP-One Assets Co., Ltd. JP-One Assets Co., Ltd., ('JP-One'), was incorporated under the laws of Thailand in November 2003 by Bangkok Aviation Fuel Services Public Company Limited ('BAFS '), the company which supplies aviation fuel to Bangkok's existing international airport, with the participation of, amongst others, the Fund. JP-One was established to receive the award of a contract for the supply of aviation fuel to the new international airport currently under construction in Bangkok (Suvarnabhumi Airport). BAFS arranged the issue of the shares in JP-One to cover the cost of building a pipeline extension to the new airport. The Fund made the investment in anticipation of the new airport being completed in September 2005, which was the projected timetable at the date of the investment. However, it became apparent late in 2004 that construction of the new airport was well behind schedule and that completion of the new airport and its certification by the International Air Transport Association would not be achieved by September 2005. The Fund understands that latest estimates are for a delay of upwards of nine months. In light of that delay, the Fund has sold some stakes in JP-One shares at cost to its related party, FFM, in March 2005. See details discussed for the related party transactions in Note 8.1. (c) G Steel Public Company Limited (Previously Siam Strip Mill Public Company Limited) G Steel, founded in 1995 by Dr. Samsak Leeswadtrakul, is a leading hot-rolled coil (HRC) producer in Thailand with total capacity of 1.5 million tons per annum. G Steel has one plant located in Rayong Province. Its plant is a compact mill equipped with the most advanced integrated technology starting from liquid steel making, slab casting to hot rolling. Currently, G Steel is the only HRC producer in Thailand operating liquid steel making using an Electronic Arc Furnace (EAF). This process enhances overall quality of G Steel's finished HRC over local competitors. G Steel commercialized in November 1999 and now operates at approximately 80% utilization rate. In March 2003, G Steel raised Baht 4.3 billion in a private placement by issuing 2.7 billion shares at Baht 1 par value. The proceeds from this private placement were used for reducing debt obligations and preparing capital structure for de-bottlenecking and further upstream expansions. Siam Investment Fund has subscribed for 37.5 million shares (representing 0.46%) of the enlarged capital at the price of Baht 1.60 per share through this placement. G Steel plans to be listed on the Stock Exchange of Thailand by 2005 in order to raise funds for further expansion. (d) Monterey Pizza Co., Ltd. The convertible term loan to Monterey Pizza Co., Ltd. ('Monterey') was denominated in US$ and carried interest at six month US LIBOR, payable every six months. The loan was secured by the major shareholders of Monterey and was scheduled for repayment in full prior to 20 December 1998. As part of the loan agreement, the Fund had the right to convert a portion of the term loan into Monterey Shares equivalent to 250,000 Monterey shares (with par value of Baht 100 per share). Monterey has experienced financial difficulties since 1997. Interest was not paid when due. The Fund had stopped accruing interest since December 1997. A legal demand for payment of principal and accrued interest had been made to Monterey as well as to 2 directors who had guaranteed the loan. The court ruled in favor of the Fund's demand for Baht 108 million. The defendants had been asked by the court to settle with the Fund. The loan was written down to zero in 2003. In 2004, the case was finalized by the Thai Appeals Court that the Fund will get payment of Baht 2.5 million (approximately US$63,484) each year for 7 years, totalling Baht 17.5 million (approximately US$444,388). Repayment of the principal amounting US$ 45,716 in 2005 (2004 : US$ 63,484 ) is charged to gain from reversal of bad debt in the statement of operations since the provision for possible loan loss has been provided in full since 2003. Credit risk The Fund had significant investments in Thailand which may involve greater risk than investments in more developed markets. The prices of such investments may be volatile. The yields of emerging market debt obligations reflect, amongst other matters, perceived credit risk. The consequences of political, social or economic changes in Thailand may have disruptive effects on the market prices of the Fund's investments and the income they generate. Currency risk All of the Fund's equity investments where the investee company is incorporated in Thailand are subject to currency risk as the investee shares are denominated in Thai Baht. Fair value Listed and unlisted investments are stated at market values and Directors' valuations respectively. At 31 March 2005, in the opinion of the Directors, the carrying values of the listed and unlisted investments approximate their fair values. Additional information related to all investments of the Fund which account for more than 5% of net assets as at 31 March 2005 is as follows: EPS per Market value/ Cost of latest audited Directors' investment accounts valuation Investment Industry % holding US$ US$ US$ Listed investments TISCO Finance 0.27% 1,116,929 0.1068 922,757 N-Park Property 1.12% 2,743,910 (0.0018) 2,165,714 TYCN Materials 0.49% 947,377 0.0368 965,275 TTA Transportation 0.16% 944,403 0.1768 958,344 Unlisted investments JP One Resources and Energy 6.00% 778,312 (1.8692) 782,009 G Steel Materials 0.46% 1,520,144 0.0348 2,683,363 The Fund received dividends from the above investments totaling US$ 218,599 during the year (2004: US$ 233,954). 5 Share capita US$ 2005 2004 Authorised: 10,000,000 ordinary shares of US$ 0.005 each 50,000 50,000 Issued and fully paid 2,500,000 ordinary shares of US$ 0.005 each 12,500 12,500 6 Share premium US$ 2005 2004 Arising on the issue of 2,500,000 ordinary shares at a premium of US$ 10.295 per share, fully paid 25,737,500 25,737,500 Less: Placement fee (750,000) (750,000) Dividend declarations (17,500,000) (12,500,000) 7,487,500 12,487,500 7 Dividend During the year, resolutions were passed by the Board of Directors' Meetings held in the first and fourth quarters approving a dividend payment of US$1 per share, US$ 2.5 million each quarter, totaling US$ 5 million (2004: US$ 2.5 million for such quarters, totaling US$ 10 million). 8 Related party transactions 8.1 Sales of unlisted equity investment In light of the delay of the construction of the new airport which was scheduled for completion by September 2005, which delay would cause a project cost overrun by JP-One, as fully described in Note 4(b) to the financial statements, and a desire on the part of the directors of the Fund to return cash to shareholders, the Fund entered into a sales transaction of its stake in JP-One to Finansa Fund Management Ltd. ('FFM'), its related party, on 29 March 2005. The Fund sold its 12.33% stake in JP-One shares (totaling 740,000 ordinary shares, par value US$ 2.50 each, 85% (US$ 2.125 each) paid - up which equivalent to US$ 1.57 million) to FFM at the cost value of those shares. The Fund's view was that FFM was a ready and willing purchaser and it was unlikely that there would be any other buyer of the JP-One shares, an unlisted company, which could be found prior to the maturity of the Fund. It came to the attention of the Board of Directors of the Fund at a meeting on 22 April 2005 that the sale transaction may have failed fully to comply with the requirements of Chapter 11 of the London Stock Exchange Listing Rules concerning related party transactions. The Board of the Fund has investigated and notified the UK Listing Authority (the Financial Services Authority) of this issue and is awaiting a response in that regard. The Board of the Fund, however, has taken such steps, which it believes are appropriate steps to ensure that a lapse in compliance with Chapter 11 does not occur in the future. 8.2 Advisory and performance fees Finansa Fund Management Ltd. ('FFM'), a related company incorporated in the Cayman Islands, serves as the investment adviser to the Fund and receives the following: (i) a monthly advisory fee in an amount equal to 2% per annum of the contributed capital (defined as the aggregate paid-up share capital of the Fund, inclusive of share premium) of the Fund; and (ii) a performance fee of 20% of the amounts by which distributions to shareholders exceed a cumulative compound rate of return on the Fund's contributed capital of 12% per annum. Advisory fees totaling US$ 500,000 (2004: US$ 500,008) were charged for the year. 8.3 Directors' fees and reimbursements The Fund's Articles of Association provide that the Fund may pay up to an aggregate of US$ 100,000 per year to its directors. For the year ended 31 March 2005, an amount of US$ 60,000 (2004: US$ 65,000) was approved for payment to the directors. In addition, the Fund reimburses its directors for travelling and out-of-pocket expenses incurred in connection with the Board of Directors meetings and meetings of committees of the Board of Directors. 8.4 Directors' interest in contracts of significance Mr. James Marshall is a shareholder of Finansa Public Company Limited, a shareholder in Finansa Fund Management Ltd., ('FFM'), the investment advisor to the Fund. Mr. Marshall is also a director of FFM. 9 Custodial and administrative fees Under a custodial agreement with Citibank, N.A. (Hong Kong Branch) ('Citibank'), Citibank acts as custodian for the Fund, and is entitled to receive a fee from the Fund, computed and paid monthly in arrears, comprising the following: (i) a fee calculated at a 3.5 - 7.0 basis points per annum of the value of the portion held by the custodian; and (ii) a transaction fee of US$ 35 - US$ 90 per transaction. Under an administrative agreement dated 1 July 2004 with Maples Finance Limited ('Maples'), successor to Bank of Bulterfield International (Cayman) Ltd. for a minimum annual fee of US$ 7,500, Maples acts as administrator of the Fund, and is entitled to receive a fee from the Fund calculated and payable annually in advance in the amount of US$ 7,500 per year. Custodial and administrative fees totaling US$ 3,650 and US$ 8,750, respectively (2004: US$ 14,196 and US$ 9,375, respectively) were charged for the year. 10 Directors The non-executive directors for the year ended 31 March 2005 were as follows: James Marshall M.L. Plaichumpol Kitiyakara Van Huong Nguyen David Roberts Enghug Nontikarn Mungkorn Kriengwatana 11 Interest in shares Shareholders holding an interest of 3% or more in the Fund as of 31 March 2005 were: Shareholder Number of shares Percentage Citivic Nominees Limited 2,500,000 100% (Formerly MGTB Nominees Limited) 12 Taxation The Fund is exempt from Cayman Islands income tax and, accordingly, its only liability is the payment of an annual registration fee to the government of the Cayman Islands, amounting to US$ 500 per annum. It is possible that the Fund could be assessed for income tax in other jurisdictions. No assessments have been raised and the Directors consider the likelihood of a significant tax liability arising to be remote. This information is provided by RNS The company news service from the London Stock Exchange

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