Dividend Declaration

RNS Number : 5044D

Symphony International Holdings Ltd

31 March 2014

 



Symphony International Holdings Limited

March 31, 2014

Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful

Symphony International Holdings Limited announces first dividend payment

The board of directors (the "Board") of Symphony International Holdings Limited (the "Company" or "Symphony") has been considering its dividend policy in light of divestments and dividends received from investee companies.  In that regard, the Board is pleased to today declare the first dividend payment, signaling a change to the Company's dividend policy.

The dividend, payable to shareholders and option holders, will be 3.91 cents per Share comprised of an ordinary dividend of 1.56 cents per Share and an extraordinary dividend of 2.35 cents per Share, which amounts to approximately $10 million and $15 million respectively.

The Company's share options are held by Symphony Investment Managers Limited (the
"Investment Manager") who is the Company's investment manager.  Further details on the share options and the payment arrangements are set out below.     

Barring unforeseen circumstances, the Board intends to pay ordinary dividends annually and extraordinary dividends as and when the Board feels it would be appropriate to do so. In particular, it is anticipated that ordinary dividends will be covered to a certain extent by dividends and interest from investee companies.  Extraordinary dividends, will be one-off in nature and if paid in the future, will depend on various factors including but not limited to excess liquidity and large divestments.

The Investment Manager continues to see a strong pipeline of investment opportunities and is comfortable that the Company has sufficient liquidity to meet these opportunities.

Pierangelo Bottinelli, Chairman of Symphony said: "The change to the Company's dividend policy is in addition to other actions previously announced to seek to address the discount of the Share price to NAV.  In addition to providing on-going returns to shareholders, the Board believes that paying an annual dividend will help to enhance the attractiveness of the Company's Shares and widen the shareholder base to include shareholders who focus on yield in addition to capital appreciation".

Dividend Timetable

·    Distribution amount per Share: 3.91 cents

·    Ex-dividend date: April 9, 2014

·    Dividend record date: April 11, 2014

·    Payment Date: May 8, 2014

Definitions used in the Company's prospectus dated 4 October 2012 (the "Prospectus") shall have the same meanings when used in this announcement, unless the context otherwise requires.  All references to time in this announcement are to the time in London.

For further information

Neil Doyle/ Tom Willetts                                     [phone] / 1528

FTI Consulting

Additional Information

Share Options

The number of share options is summarised below.

Initial Share Options - over 82,782,691 Shares, at an exercise price of $1.00 each. All the Initial Share Options have vested and none have been exercised. 

Rights Issue Share Options - over 41,666,500 Shares, at an exercise price of $0.60 each, of which 8,333,300 Rights Issue Share Options have vested and none have been exercised.

Dividends to holders of Share Options

The policy for payment of dividends to the holders of the Company's share options is set out in the Company's Prospectus, and an extract from Part 11 ("Dividend Policy") is reproduced below:

"…In the event that the Company declares a future dividend prior to the exercise of all of the Share Options, the Company will pay an amount to Share Option holders equivalent to the amount which the relevant Share Option holder would have received if all the Share Options granted to it which remain unexercised, whether or not they have vested at the time that the dividend is declared, had been exercised.

If at the date of declaration of dividend (the "Dividend Date"), the market price of the Shares is equal to or greater than the relevant exercise price for the applicable Share Options as determined in accordance with the Share Options Terms (the "Exercise Price"), at least 50 per cent. of such amounts (less any tax required to be paid in connection with the exercise of the relevant Share Options) (the "Designated Amount") will be applied by the Share Option holder towards payment of the exercise price of either (a) the total number of vested Share Options held at the Dividend Date or (b) the number of vested Share Options held at the Dividend Date which can be exercised with the Designated Amount, whichever is lower. Any balance of the Designated Amount remaining after the exercise price of all vested Share Options has been paid may be retained by the Share Option holder.

If at the time of the Dividend Date, the market price of the Shares is less than the Exercise Price, the Designated Amount will be retained by the Company and be applied by the Company, on behalf of the Share Option holder, in the following manner:

a)   if, at any time prior to the lapsing of the Share Options, the market price of the Ordinary Shares is more than the Exercise Price, the Designated Amount will be applied by the Company towards payment of the Exercise Price upon exercise of the Share Options by the Share Option holder; or

b)   if, at the time of the lapsing of the Share Options, the market price of the Ordinary Shares remains below the Exercise Price, the Designated Amount will be applied by the Company to acquire Shares on the market which will be distributed to the Share Option holder (at no consideration).

Any balance of the Designated Amount remaining after the application by the Company pursuant to paragraphs (a) and (b) above will be returned to the relevant Share Option holder.

For the avoidance of doubt, if the Company declares a future dividend, the Company will not pay an amount to any Share Option holder in respect of Share Options that have not been granted as at the date of the payment of the dividend…"

It is the Company's understanding that the Investment Manager intends to apply the Share Options dividend in accordance with the policy stated above.

About Symphony

Symphony is a London listed strategic investment company that invests in consumer businesses in the healthcare, hospitality and lifestyle ("HH&L") sectors (including branded real estate developments), which are principally in Asia. It offers a way for investors to gain exposure to the rising disposable incomes and wealth in fast growing economies. Symphony's objective is to provide superior capital growth by investing in high quality companies and forming long-term business partnerships with talented entrepreneurs. Symphony is managed by Symphony Investment Managers Limited, which has a team of investment professionals with a broad range of expertise - many of them have been working in Asia for more than 25 years. For more information please visit our website at www.symphonyasia.com

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Document.

The Company and the Investment Manager are not associated or affiliated with any other fund managers whose names include "Symphony", including, without limitation, Symphony Financial Partners Co., Ltd

 

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