Half-year Report

RNS Number : 2854K
Symphony International Holdings Ltd
28 August 2019
 

Symphony International Holdings Limited

Interim Financial Results for the six-month period ended 30 June 2019.

 

28 August 2019

 

Symphony International Holdings Limited ("SIHL", the "Company" or "Symphony"), the London listed investor in fast growing Asian consumer businesses, today announces its interim results for the six months to 30 June 2019.

 

Key operational and financial highlights:

 

·        Symphony's unaudited net asset value at 30 June 2019 was US$560.38 million, which is 13.7% higher than at 31 December 2018 (US$492.71 million).

 

·        The change in net asset value from 31 December 2018 to 30 June 2019 was predominantly due to an increase in value of shares held in Minor International Public Company Limited ("MINT") and other movements in the value of unlisted investments, which were partially offset by dividends paid in the first half of 2019.

 

·        Cash and cash equivalents at 30 June 2019 amounted to US$8.88 million, which compares to US$11.54 million at 31 December 2018. Financial assets at fair value through profit or loss amounted to US$615.05 million compared to US$486.79 million on the same dates, respectively.

 

 

For further information:

 

Anil Thadani                                     +65 6536 6177

Symphony Asia Holdings Pte. Ltd.

 

Dealing codes

The ISIN number of the Ordinary Shares is VGG548121059, the SEDOL code is B231M63 and the TIDM is SIHL.

 

The LEI number of the Company is 254900MQE84GV5DS6F03.

 

 

 

About Symphony International Holdings Limited

 

Symphony International Holdings Limited (LSE:SIHL) is a London listed strategic investment company that invests in consumer related businesses, primarily in the healthcare, hospitality, lifestyle (including branded real estate developments), logistics and education sectors predominantly in Asia.  It offers a way for investors to gain exposure to 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 form long-term business partnerships with talented entrepreneurs and management teams. Symphony's investment team has a broad range of expertise - many of its professionals have been working in Asia for more than 30 years. For more information please visit our website at www.symphonyasia.com.

 

The foregoing may contain certain forward looking or forward sounding statements with respect to the investments, prospects and/or liquidity of the Company. Forward looking statements, by their very nature, involve risk and uncertainty, because they relate to circumstances and events that may or may not take place in the future due to the numerous factors that could cause actual events to differ materially from those implied by any forward looking statements.  Neither the Company nor its Investment Manager undertake to update any such forward looking statements.

 

No representation or warranty is made by the Company as to the accuracy or completeness of the information contained in this announcement and no liability will be accepted for any loss arising from its use.

 

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Company in any jurisdiction.  All investments are subject to risk. Past performance is no guarantee of future returns.  Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decisions.

 

This announcement is not an offer of securities for sale into the United States. The Company's securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration.  There will be no public offer of securities in the United States.

 

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.

 

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

 

 

 

28 August 2019

Symphony International Holdings Limited

Interim Financial Results for the six-month period ended 30 June 2019

 

Symphony International Holdings Limited ("SIHL", the "Company" or "Symphony") announces the interim results for the six months ended 30 June 2019. The condensed interim financial statements of the Company and its subsidiaries have been prepared in accordance with IAS 34 Interim Financial Reporting and have not been audited or reviewed by the auditors of the Company.

 

Introduction

 

The Company is an investment company initially incorporated as a limited liability company under the laws of the British Virgin Islands on 5 January 2004. The Company voluntarily re-registered itself as a BVI Business Company on 17 November 2006. The Company's investment objectives are to increase the aggregate net asset value of the Company ("NAV") calculated in accordance with the Company's policies through strategic longer-term investments in consumer-related businesses, primarily in the healthcare, hospitality, lifestyle (including branded real estate developments), logistics and education sectors, and through investments in special situations and structured transactions, which have the potential to generate attractive returns and to enhance the NAV.

 

The Company was admitted to the Official List of the UK Listing Authority on 3 August 2007 under Chapter 14 of the UK Listing Rules and its securities were admitted to trading on the London Stock Exchange's main market for listed securities on the same date.

 

Symphony's Investment Manager is Symphony Asia Holdings Pte. Ltd. (the "Investment Manager" or "SAHPL"). The Company has entered into an Investment Management Agreement with the Investment Manager. SAHPL's licence for carrying on fund management in Singapore is restricted to serving only accredited investors and/or institutional investors. Symphony is an accredited investor.

 

As at 30 June 2019, the issued share capital of the Company was US$409.70 million
(31 December
2018: US$409.70 million) consisting of 513,366,198 (31 December 2018: 513,366,198) ordinary shares.

 

Net Asset Value

 

The net asset value attributable to the ordinary shares on 30 June 2019 was US$1.09 (30 June 2018: US$0.91) per share. This represented a 13.7% increase over the NAV per share of US$0.96 at 31 December 2018. The change is predominantly due to an increase in the value of shares held in Minor International Public Company Limited ("MINT") and other minor movements in the value of unlisted investments, which were partially offset by cash dividends paid to shareholders. 

 

 

Portfolio Overview

 

The following is an overview of the Company's portfolio as at 30 June 2019:

 

Minor International Public Company Limited ("MINT"): MINT is a diversified consumer business and is one of the largest hospitality and restaurant companies in the Asia-Pacific region. Anil Thadani (a Director of the Company) currently serves on MINT's board of directors. Sunil Chandiramani (a Director of the Company) currently serves as an advisor to MINT's board of directors. MINT is a company that is incorporated under the laws of Thailand and is listed on the Stock Exchange of Thailand. 

 

MINT owns 442 hotels and manages 136 other hotels and serviced suites with 75,722 rooms. MINT owns and manages hotels in 54 countries predominantly under its own brand names that include Anantara, Oaks, NH Collection, nhow, NH Hotels, Elewana, AVANI, Per AQUUM and Tivoli. MINT also owns and operates 2,268 restaurants (comprising 1,139 equity-owned outlets and 1,129 franchised outlets) under brands that include The Pizza Company, Benihana, Swensen's, Sizzler, Dairy Queen, Burger King, Beijing Riverside, Thai Express, The Coffee Club, Veneziano Coffee Roasters, and Breadtalk. Approximately two-thirds of these outlets are in Thailand with the remaining number in other Asian countries, Europe and the Middle East.

 

MINT's operations also include contract manufacturing and an international lifestyle consumer brand distribution business with 496 retail outlets focusing on fashion, cosmetics, wholesale and direct marketing channels under brands that include Brooks Brothers, Esprit, Bossini, Zwilling J.A. Henckels and Bodum amongst others.

 

As at 30 June 2019, the Company's gross and net investment cost in MINT was approximately US$74.02 million (31 December 2018: US$74.02 million) and (US$83.22 million) (31 December 2018: (US$64.55 million)), respectively. The negative net cost is due to the proceeds from partial realisations being in excess of cost for this investment.

 

As at 30 June 2019, the market value of the Company's investment in MINT was US$312.68 million (31 December 2018: US$257.79 million). The change in value since 31 December 2018 was due to an increase in the share price of MINT by 20.6% and a strengthening of the onshore Thai Baht rate by 5.8%, which were partially offset by the sale 14.5 million shares during the first half of 2019. Symphony has also received aggregate after tax dividends of US$26.08 million from the date of the investment to 30 June 2019.

 

Minuet Ltd. ("Minuet"): Minuet is a joint venture between the Company and an established Thai partner. The Company has a direct 49% interest* in the venture and is considering several development and/or sale options for the land owned by Minuet, which is located in close proximity to central Bangkok, Thailand.

 

* The Company also has a 49% shareholding in La Finta Limited, which itself holds a 2% interest in Minuet.

 

 

The Company initially invested approximately US$78.30 million by way of an equity investment and interest bearing shareholder loan for its interest in Minuet. Since the initial investment by the Company, Minuet has received proceeds from rental income and partial land sales.  As at 30 June 2019, the Company's investment cost (net of shareholder loan repayments) was approximately US$32.12 million (31 December 2018: US$32.12 million). The fair value of the Company's interest in Minuet as at 30 June 2019 was US$77.62 million (31 December 2018: US$73.55 million) based on an independent third party valuation. The change in fair value from 31 December 2018 is predominantly due to the strengthening of the Thai baht offshore rate by 5.1% and other minor movements in assets and liabilities.

 

Christian Liaigre Group ("Liaigre"): Liaigre is synonymous with discreet luxury, and has become one of the most sought-after luxury furniture brands. Liaigre has a strong intellectual property portfolio and offers a range of bespoke furniture, lighting, fabric & leather, and accessories through a network of 25 showrooms in 11 countries across Europe, the US and Asia. In addition, Liaigre also undertakes exclusive interior architecture projects for select yachts, hotels, restaurants and private residences. Symphony invested in Liaigre in 2016.

 

Indo Trans Logistics Corporation ("ITL"): ITL is one of Vietnam's largest independent integrated logistics companies with a network spread throughout Vietnam, Cambodia, Laos, Myanmar, and Thailand with more than 2,000 employees across its business units and joint ventures. Symphony announced in March 2019 that it had entered into a structured transaction that provided an opportunity to acquire a minority interest in ITL and subsequently announced it had acquired a significant minority position for US$42.64 million.

 

Desaru property joint venture in Malaysia ("Desaru"): The Company has a 49% interest in redeemable preference shares in a property joint venture in Malaysia with an affiliate of Destination Resorts and Hotels Sdn Bhd, a hotel and destination resort investment subsidiary of Khazanah Nasional Berhad, the investment arm of the Government of Malaysia. The joint venture is developing a beachfront country club and private villas on the south-eastern coast of Malaysia that will be branded and managed by One & Only Resorts. The Company invested approximately US$40.09 million for its interest in Desaru. Based on an independent third party valuation, the investment was valued at US$38.09 million at 30 June 2019 (31 December 2018: US$33.58 million). 

 

Niseko property Joint Venture in Japan:  The Company invested in a property development venture in March 2011 that acquired two hotels in Niseko, Hokkaido, Japan, which were demolished in late 2012 and are intended to be redeveloped into an upmarket ski-resort development. The joint venture is still evaluating its options in relation to the development of the project. The Company has a 37.5% interest in the venture.

Chanintr Living Ltd ("Chanintr"):  is an importer and distributor of high-end US and European furniture brands that include Christian Liaigre, Barbara Barry, Baker, Thomasville, Herman Miller, Minotti, Bulthaup kitchens, Puiforcat, and St. Louis. It also provides Furniture, Fixtures & Equipment solutions to drive additional furniture sales to various real estate and hotel projects. Chanintr also has the franchise to operate the Clinton Street Baking Company ("CSB") F&B outlets in selected Asian markets.

WCIB International Co. Ltd. ("WCIB"): Symphony announced in January 2017 that it entered into a joint venture, WCIB, to build and operate Wellington College International Bangkok, the fifth international addition to the Wellington College family of schools. WCIB operates a co-educational school that will cater to over 1,500 students aged 2-18 years of age when fully completed. Wellington College International Bangkok began operations in August 2018.

 

SG Land Co. Ltd. ("SG Land"): SG Land is a joint venture company that owns the leasehold rights for two office buildings in downtown Bangkok - SG Tower and Millennia Tower. The two buildings in SG Land's portfolio have high occupancy rates and offer attractive rental yields. The Company holds a 49.9% interest in the venture.

 

The value of SG Land as at 30 June 2019 was US$9.07 million (31 December 2018: US$9.49 million) based on an independent third party valuation. The change in value was due to shareholder loan repayments and the payment of a dividend, which were partially offset by an appreciation in the Thai baht during the first half of 2019.

 

IHH Healthcare Berhad ("IHH"): IHH is one of the largest healthcare providers in the world by market capitalisation. Its portfolio of healthcare assets includes Parkway Holdings Limited, Pantai Holdings Berhad, International Medical University, Acibadem Saglik Yatirimlari Holding A.S. ("Acibadem") and Fortis Healthcare Limited. IHH has a broad footprint of assets in Asia as well as Central and Eastern Europe, including Turkey that employ 55,000 people and operate over 15,000 licensed beds in 83 hospitals in 12 countries worldwide.

 

The Company invested US$50.11 million in February 2012 to acquire shares in Integrated Healthcare Hastaneler Turkey Sdn Bhd, which were subsequently converted into 56,203,299 shares of IHH at the time of IHH's IPO in July 2012. The net cost at 30 June 2019 was (US$27.25 million) (31 December 2018: (US$25.22 million)). The negative net cost is due to the proceeds from partial realisations being in excess of cost for this investment.

 

The fair value of the Company's investment in IHH at 30 June 2019 was US$9.89 million (31 December 2018: US$11.04 million). The change in fair value from 31 December 2018 was predominantly due to the sale of 1.4 million shares by the Company that generated proceeds net of transaction costs of US$2.03 million, which was partially offset by an increase in the share price of IHH by 7.8%. Since the initial investment in IHH, Symphony has received aggregate dividends of US$1.35 million up to 30 June 2019.

 

Global Listed Portfolio:  The global listed portfolio was liquidated in June 2019.

 

Wine Connection Group ("WCG"): At the end of April 2014, Symphony invested in WCG, Southeast Asia's leading wine themed F&B chain. WCG currently has approximately 80 outlets located in Singapore, Thailand, Malaysia and South Korea.

 

Structured Transaction: In February 2014, Symphony completed a structured transaction, which provides a minimum return of 15% per annum. The amount outstanding is approximately 1% of NAV.

 

Creative Technology Solutions DMCC ("CTS"): CTS is a UAE-based company that provides technology solutions to K12 schools in the UAE and the Kingdom of Saudi Arabia ("KSA"). The company was founded in 2013 to provide customized IT solutions to the education sector, including hardware, software and training. The investment cost for Symphony's minority interest in this business is less than 1% of NAV.

 

Soothe Healthcare Private Limited ("Soothe"): Soothe was founded in 2012 and operates within the fast-growing feminine hygiene market segment in India. At 30 June 2019, Symphony had partially completed an investment that will provide a significant minority interest in Soothe. The investment cost for Symphony's interest when fully completed will be less than 1% of NAV.

Good Capital Partners ("GCP") and Good Capital Fund I ("GCF I"): The Company acquired an interest in GCP, which is the general partner and owner of the investment manager of GCF I, a technology start-up focused fund. GCP is majority owned by brothers Rohan Malhotra and Arjun Malhotra, who have created a thriving ecosystem for technology start-ups in Delhi, Bangalore and Gurgaon since 2014. The investment in GCP together with its commitment to GCF I constitute less than 1% of Symphony's NAV.

Cash and cash equivalents

 

Symphony has placed funds in certain temporary investments. As at 30 June 2019, cash and cash equivalents amounted to US$8.88 million (31 December 2018: US$11.54 million).

 

Outlook

 

Following a strong start to the year and continued positive momentum of equity markets through to the end of the first half of 2019, investor sentiment has weakened. Uncertainty over trade tensions and slowing economic growth impacted financial markets during the start of the third quarter, despite a more dovish stance by central banks. Although downside risks for the global economy are elevated in the short-term to medium-term, we expect that further measures will be taken by governments to stimulate growth.

 

The International Monetary Fund ("IMF") has revised its forecasts for world output down by 0.1% in 2019 and 2020 to 3.2% and 3.5%, respectively. Similarly, Emerging and Developing Asia growth forecasts have also been revised down by 0.1% to 6.2% for both 2020 and 2021, which essentially reflect weaker trade prospects and investment. Despite the forecast revisions, Asia continues to benefit from growing consumption and intra-regional trade. The ongoing trade tensions between the US and China have contributed to further changes in the supply chain with increasing investment in Vietnam, Philippines and Indonesia for example. These changes are supporting further regional integration.

 

Our long-term outlook for growth in the region is positive and we continue to focus on providing shareholders with a diversified exposure to attractive businesses and strong management teams. During the second quarter, Symphony made new investments that include (i) the acquisition of a significant minority interest in Indo Trans Logistics, the largest independent integrated logistics company in Vietnam, (ii) an investment providing a significant minority interest in Soothe Healthcare Private Limited, a feminine hygiene products manufacturer and distributer of Paree and Pariz branded sanitary napkins together with a contract manufacturing business, (iii) an investment in Good Capital Partners, the general partner and owner of the investment manager of Good Capital Fund I ("GCF I"), a technology focused fund, with a corresponding commitment to GCF I and (iv) an investment in Creative Technology Solutions DMCC, a UAE-based company that provides customized IT solutions to the education sector that includes hardware, software and training.

 

We continue to see strong deal-flow and we are evaluating opportunities to further expand and diversify Symphony's portfolio.

 

 

Principal Risks

 

Some of the risks that the Company is exposed to are described below.

 

The Company's and the Company's investment management team's past performance are not necessarily indicative of the Company's future performance and any unrealised values of investments presented in this document may not be realised in the future.

 

The Company is not structured as a typical private equity vehicle (it is structured as a permanent capital vehicle), and thus may not have a comparable investment strategy. The Company is more likely to invest as a long-term strategic partner in investments which may be less liquid and which are less likely to increase in value in the short term.

 

The Company's organisational, ownership and investment structure may create certain conflicts of interests (for example in respect of the directorships, shareholdings or interests, including in portfolio companies that some of the Directors and members of the Company's investment management team may have). In addition, neither the Investment Manager nor any of its affiliates owes the Company's shareholders any fiduciary duties under the Investment Management Agreement between, inter alia, the Company and the Investment Manager. The Company cannot assume that any of the foregoing will not result in a conflict of interest that will have a material adverse effect on the business, financial condition and results of operations.

 

The Company is highly dependent on the Investment Manager, the Key Persons (as defined in the Investment Management Agreement) and the other members of the Company's investment management team and the Company cannot assure shareholders that it will have continued access to them or their undivided attention, which could affect the Company's ability to achieve its investment objectives.

 

Shareholders have no rights to direct the Company's investments or its investment policies and procedures, since the Investment Manager has a broad discretion as regards this. The decision to make changes (material or otherwise) to the Company's investment policy and strategy rests solely with the Board. Only in very limited circumstances: (i) does the Board have a prior right of approval in respect of the making of investments or disposals; and (ii) is the Company able to remove the Investment Manager (which do not include the underperformance of the Investment Manager and/or the Company's investments).

 

The Investment Manager's remuneration is based on the Company's NAV (subject to minimum and maximum amounts) and is payable even if the NAV does not increase, which could create an incentive for the Investment Manager to increase or maintain the NAV in the short term (rather than the long-term) to the potential detriment of Shareholders.

 

The Company is exposed to foreign exchange risk when investments and/or transactions are denominated in currencies other than the U.S. Dollar, which could lead to significant changes in the NAV that the Company reports from one quarter to another.

 

The Company's investments include investments in companies that it does not control, meaning that there is a risk that such portfolio companies may make decisions which do not serve the Company's interests.

 

The Company has made, and may continue to make, investments in companies in emerging markets, which exposes it to additional risks (including, but not limited to, the possibility of exchange control regulations, political and social instability, nationalisation or expropriation of assets, the imposition of taxes, higher rates of inflation, difficulty in enforcing contractual obligations, fewer investor protections and greater price volatility) not typically associated with investing in companies that are based in developed markets. Furthermore, the Company has made, and may continue to make, investments in portfolio companies that are susceptible to economic recessions or downturns. Such economic recessions or downturns may also affect the Company's ability to obtain funding for additional investments.

 

The Company's investment policies contain no requirements for investment diversification and its investments could therefore be concentrated in a relatively small number of portfolio companies in the healthcare, hospitality, lifestyle (including branded real estate developments), logistics and education sectors in Asia.

 

The Investment Manager has identified but has not yet contracted to make further potential investments. The Company cannot guarantee shareholders that any or all of these prospective investments will take place in the future.

 

The Company cannot assure shareholders that the values of investments that it reports from time to time will in fact be realised. For certain of the Company's investments, there is no single standard for determining fair value and, in many cases, fair value is best expressed as a range of fair values from which a single estimate may be derived. The NAV could be adversely affected if the values of investments that it records are materially higher than the values that are ultimately realised upon the disposal of the investments.

 

A number of the Company's investments are currently, and likely to continue to be, illiquid and/or may require a long-term commitment of capital. The Company's investments may also be subject to legal and other restrictions on resale. The illiquidity of these investments may make it difficult to sell investments if the need arises.

 

The Company's real estate investments may be subject to the risks inherent in the ownership and operation of real estate businesses and assets. A down turn in the real estate sector or a materialisation of any of the risks inherent in the real estate business and assets could materially adversely affect the Company's real estate investments. The Company's portfolio companies also anticipate selling a significant proportion of development properties prior to completion. Any delay in the completion of these projects may result in purchasers terminating planned sale agreements and claiming refunds, damages and/or compensation.

 

The Company's current investment policies and procedures provide that it may invest an amount equivalent to not less than 70% of its total assets, as determined at the time of each investment, predominantly in longer-term investments and no more than 30% of its total assets in special situations and structured transactions which, although they are not typical longer-term investments, have the potential to generate attractive returns and enhance the Company's net asset value.

 

The market price of the Company's shares may fluctuate significantly and shareholders may not be able to resell their shares at or above the price at which they purchased them.

 

The Company's shares are currently trading, and have in the past traded, and could in the future trade, at a discount to NAV for a variety of reasons, including due to market conditions.  The only way for shareholders to realise their investment is to sell their shares for cash.  Accordingly, in the event that a shareholder requires immediate liquidity, or otherwise seeks to realise the value of his investment through a sale, the amount received by the shareholder upon such sale may be less than the underlying NAV of the shares sold.

 

Directors' Responsibility Statement

 

We, the directors of Symphony International Holdings Limited, confirm that to the best of our knowledge:

 

(a)   the condensed interim financial statements, which have been prepared in accordance with IAS 34 - Interim Financial Reporting, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as required by DTR 4.2.4R; and

 

(b)   the interim financial results include a fair review of information required by:

 

(i)    DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and

 

(ii)   DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Company during that period, and any changes in the related party transactions described in the last annual report that could do so.

 

 

For and on behalf of the Board of Directors

 

Pierangelo Bottinelli

Chairman, Symphony International Holdings Limited

 

Anil Thadani

Chairman, Symphony Asia Holdings Pte. Ltd.

Director, Symphony International Holdings Limited

 

Symphony International Holdings Limited

Condensed statement of financial position

As at 30 June 2019

 

 

Note

30 June

2019

31 December 2018

 

 

US$'000

US$'000

 

 

 

 

Non-current assets

 

 

 

Financial assets at fair value through profit or loss

6

615,048

486,790

 

 

615,048

486,790

Current assets

 

 

 

Other receivables and prepayments

 

125

72

Cash and cash equivalents

 

8,880

11,538

 

 

9,005

11,610

 

 

 

 

Total assets

 

624,053

498,400

 

 

 

 

Equity attributable to equity holders
of the Company

 

 

 

Share capital

 

409,704

409,704

Accumulated profits

 

150,674

83,001

Total equity

 

560,378

492,705

 

 

 

 

Current liabilities

 

 

 

Interest-bearing borrowings

8

63,205

5,327

Other payables

 

470

368

Bank overdraft

 

-

*

Total liabilities

 

63,675

5,695

Total equity and liabilities

 

624,053

498,400

 

 

 

 

 

Symphony International Holdings Limited

Condensed statement of comprehensive income

for the financial period from 1 January 2019 to 30 June 2019

 

 

Note

6 months ended

30 June 2019

6 months ended

30 June 2018

 

 

US$'000

US$'000

 

 

 

 

Other operating income

 

707

201

Other operating expenses

 

(1,461)

(1,953)

Management fees

 

(5,773)

(6,750)

Loss before investment results and income tax

 

(6,527)

(8,502)

Loss on disposal of financial assets at fair value through profit or loss

 

(231)

-

Fair value changes in financial assets at fair value through profit or loss

6

92,399

(93,023)

Profit/(loss) before income tax

 

85,641

(101,525)

Income tax expense

 

*

-

Profit/(loss) for the period

 

85,641

(101,525)

Other comprehensive income for the period,
net of tax

 

-

-

Total comprehensive income/(loss) for the period

 

85,641

(101,525)

 

 

 

 

Earnings per share:

 

 

US Cents

US Cents

 

 

 

 

Basic

9

16.68

(20.79)

Diluted

 

16.68

(20.79)

 

 

* Less than US$1,000

Symphony International Holdings Limited

Condensed statement of changes in equity

for the financial period from 1 January 2019 to 30 June 2019

 

 

 

Share

capital

Reserves

Accumulated profits

Total
equity

 

 

US$'000

US$'000

US$'000

US$'000

 

 

 

 

 

 

At 1 January 2018

 

382,797

62,298

173,577

618,672

 

 

 

 

 

 

Total comprehensive loss for the period

 

-

-

(101,525)

(101,525)

 

 

 

 

 

 

Transactions with owners of the Company, recognised directly in equity

 

 

 

 

 

Contributions by and distributions to owners

 

 

 

 

 

Issuance of shares

 

1,509

-

-

1,509

Exercise of share options

 

1,016

(1,016)

-

-

Dividend paid of US$0.12 per share

 

-

-

(71,538)

(71,538)

Total transactions with owners of the Company

 

2,525

(1,016)

(71,538)

(70,029)

At 30 June 2018

 

385,322

61,282

514

447,118

 

 

 

 

 

 

At 1 January 2019

 

409,704

-

83,001

492,705

 

 

 

 

 

 

Total comprehensive income for the period

 

-

-

85,641

85,641

 

 

 

 

 

 

Transactions with owners of the Company, recognised directly in equity

 

 

 

 

 

Contributions by and distributions to owners

 

 

 

 

 

Dividend paid of US$0.035 per share

 

-

-

(17,968)

(17,968)

Total transactions with owners of the Company

 

 

 

 

 

At 30 June 2019

 

409,704

-

150,674

560,378

 

Symphony International Holdings Limited

Condensed statement of cash flows

for the financial period from 1 January 2019 to 30 June 2019

 

 

 

6 months
ended
30 June
2019

6 months
ended
30 June
2018

 

 

US$'000

US$'000

 

 

 

 

Cash flows from operating activities

 

 

 

Profit/(loss) before income tax

 

85,641

(101,525)

 

 

 

 

Adjustments for:

 

 

 

Dividend income

 

(231)

-

Exchange loss

 

518

1,230

Interest income

 

(476)

(201)

Interest expense

 

405

70

Loss on disposal of financial assets at fair value through profit or loss

 

231

-

Fair value changes in financial assets at fair value through profit or loss

 

(92,399)

93,023

 

 

(6,311)

(7,403)

Changes in:

 

 

 

Other receivables and prepayments

 

(53)

63

Other payables

 

(20)

69

 

 

(6,384)

(7,271)

Interest received (net of withholding tax)

 

493

202

Net cash used in operating activities

 

(5,891)

(7,069)

 

 

 

 

Cash flows from investing activity

 

 

 

Net proceeds (provided to)/received from unconsolidated subsidiaries

 

(36,262)

55,724

Net cash (used in)/from investing activity

 

(36,262)

55,724

 

 

 

 

Cash flows from financing activities

 

 

 

Interest paid

 

(284)

(40)

Dividend paid

 

(17,968)

(71,538)

Net proceeds from issue of share capital

 

-

1,509

Proceeds from borrowings

 

57,720

13,006

Net cash from/(used in) financing activities

 

39,468

(57,063)

 

 

 

 

Net decrease in cash and cash equivalents

 

(2,685)

(8,408)

Cash and cash equivalents at beginning of period

 

11,538

15,689

Effect of exchange rate fluctuations

 

27

(19)

Cash and cash equivalents at end of the period

 

8,880

7,262

             

 

Symphony International Holdings Limited

Notes to the condensed interim financial statements

for the financial period from 1 January 2019 to 30 June 2019

 

These notes form an integral part of the condensed interim financial statements.

 

 

1       REPORTING ENTITY

 

Symphony International Holdings Limited (the "Company") is a company domiciled in the British Virgin Islands.

 

The financial statements of the Company as at and for the year ended 31 December 2018 are available upon request from the Company's registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola VG1110 British Virgin Islands.                                    

 

 

2       STATEMENT OF COMPLIANCE

 

These condensed interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting.  They do not include all of the information required for full annual financial statements, and should be read in conjunction with the financial statements of the Company as at and for the year ended 31 December 2018.

 

These condensed interim financial statements were approved by the Board of Directors on 27 August 2019.

 

 

3       SIGNIFICANT ACCOUNTING POLICIES

 

The accounting policies applied by the Company in these condensed interim financial statements are the same as those applied by the Company in its financial statements as at and for the year ended 31 December 2018.  The Company qualifies as an investment entity, as a result of which all immediate investments are carried at fair value through profit or loss.

 

 

4       Estimates

 

The preparation of interim financial statements in conformity with International Financial Reporting Standards requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense.  Actual results may differ from these estimates.

 

In preparing these condensed interim financial statements, the significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the condensed financial statements as at and for the year ended 31 December 2018.

 

 

5       financial risk management

 

The Company's financial risk management objectives and policies are consistent with those disclosed in the financial statements as at and for the year ended 31 December 2018.

 

 

6       Financial assets at fair value through profit or loss

 

During the financial period ended on 30 June 2019:

 

i.      During the six month period ended 30 June 2019, Symphony Healthcare Holdings Limited and Symphony (Mint) Investment Limited, subsidiaries of the Company, sold approximately 1.4 million shares held in IHH Healthcare BHD and 14.5 million shares held in Minor International PCL., respectively in the market through a series of transactions;

 

ii.    During the six month period ended 30 June 2019, the Company's wholly owned subsidiary, Bacharach Holdings Limited, which holds the Company's interest in the Desaru Peace Holdings Sdn Bhd, made additional shareholder's loans related to this investment.  The associated cost for the assignment was less than 1% of NAV;

 

iii.    On 4 June 2019, the Company's wholly owned subsidiary, Britten Holdings Pte. Ltd., made an investment in Soothe Healthcare Private Limited.  The associated cost for the investment was less than 1% of NAV;

 

iv.   On 28 June 2019, the Company's wholly owned subsidiary, Alhambra Holdings Limited, made an investment in Creative Technology Solutions DMCC.  The associated cost for the investment was less than 1% of NAV;

 

v.     In June 2019, the Company's wholly owned subsidiary, Symphony Logistics Pte. Ltd., acquired the shares in Indo Trans Logistics Corporation.  The associated cost for the investment was approximately US$42.64 million; and

 

vi.    The Company recognised a gain in financial assets at fair value through profit or loss of US$92,399,000 (30 June 2018: loss of US$93,023,000).

 

  

 

 

7       financial instruments

 

Accounting classification and fair values

 

The carrying amounts and fair values of financial assets and financial liabilities are as follows. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

 

 

Carrying amount

 

 

Fair value through
profit or loss

Amortised cost

Other

financial liabilities

Total

Fair value

 

US$'000

US$'000

US$'000

US$'000

US$'000

30 June 2019

 

 

 

 

 

Financial assets measured at fair value

 

 

 

 

 

Financial assets at fair value through profit or loss

615,048

-

-

615,048

615,048

Financial assets not measured at fair value

 

 

 

 

 

Other receivables1

-

101

-

101

 

Cash and cash equivalents

-

8,880

-

8,880

 

 

615,048

8,981

-

624,029

 

 

Financial liabilities not measured at fair value

 

 

 

 

 

Interest-bearing borrowings (secured)

-

-

63,205

63,205

 

Other payables

-

-

470

470

 

 

-

-

63,675

63,675

 

31 December 2018

 

 

 

 

 

Financial assets measured at fair value

 

 

 

 

 

Financial assets at fair value through profit or loss

486,790

-

-

486,790

486,790

Financial assets not measured at fair value

 

 

 

 

 

Other receivables1

-

12

-

12

 

Cash and cash equivalents

-

11,538

-

11,538

 

 

486,790

11,550

-

498,340

 

 

 

 

 

 

 

Financial liabilities not measured at fair value

 

 

 

 

 

Interest-bearing borrowings

-

-

5,327

5,327

 

Other payables

-

-

368

368

 

 

-

-

5,695

5,695

 

 

1     Excludes prepayments

 

 

  

Fair value

 

The financial assets at fair value through profit or loss are measured using the adjusted net asset value method, which is based on the fair value of the underlying investments.  The fair values of the underlying investments are determined based on the following methods:

 

i)     for quoted equity investments, based on quoted market bid prices at the financial reporting date without any deduction for transaction costs;

 

ii)    for unquoted investments, with reference to the enterprise value at which the portfolio company could be sold in an orderly disposition over a reasonable period of time between willing parties other than in a forced or liquidation sale, and is determined by using valuation techniques such as (a) market multiple approach that uses a specific financial or operational measure that is believed to be customary in the relevant industry, (b) price of recent investment, or offers for investment, for the portfolio company's securities, (c) current value of publicly traded comparable companies, (d) comparable recent arms' length transactions between knowledgeable parties, and (e) discounted cash flows analysis; and

 

iii)   for financial assets and liabilities with a maturity of less than one year or which reprice frequently (including other receivables, cash and cash equivalents, accrued operating expenses, other payables and bank overdraft) the notional amounts are assumed to approximate their fair values because of the short period to maturity/repricing.

 

The objective of valuation techniques is to arrive at a fair value measurement that reflects the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date.

 

Fair value hierarchy for financial instruments

 

The table below analyses financial instruments carried at fair value, by valuation method.  The different levels have been defined as follows:

 

·    Level 1:     Inputs that are quoted market prices (unadjusted) in active markets for identical instruments.

 

·    Level 2:     Inputs other than quoted prices included within Level 1 that are observable, either directly (i.e. as prices) or indirectly (i.e. derived from prices).  This category includes instruments valued using:  quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques in which all significant inputs are directly or indirectly observable from market data.

 

·  Level 3:    Inputs that are unobservable.  This category includes all instruments for which the valuation technique includes input not based on observable data and the unobservable inputs have a significant effect on the instruments' valuation.  This category includes instruments that are valued based on quoted prices for similar instruments but for which significant unobservable adjustments or assumptions are required to reflect differences between instruments.

 

 

 

 

 

 

Level 1

Level 2

Level 3

Total

 

US$'000

US$'000

US$'000

US$'000

30 June 2019

 

 

 

 

Financial assets at fair value through profit or loss

-

-

615,048

615,048

 

 

 

 

 

31 December 2018

 

 

 

 

Financial assets at fair value through profit or loss

-

-

486,790

486,790

 

Level 3 valuations

 

The following table shows a reconciliation from the beginning balances to the ending balances for fair value measurements in Level 3 of the fair value hierarchy.

 

 

30 June

2019

 

Financial assets at fair value through profit or loss

 

US$'000

US$'000

 

 

 

Balance at 1 January

486,790

608,456

Fair value changes in profit or loss

92,399

(79,234)

Net advance to /(repayment from) unconsolidated subsidiaries

36,090

(42,443)

Disposal

(231)

11

Balance at 30 June/31 December

615,048

486,790

 

Significant unobservable inputs used in measuring fair value

 

This table below sets out information about significant unobservable inputs used at 30 June 2019 in measuring the underlying investments of the financial assets categorised as Level 3 in the fair value hierarchy excluding investments purchased during the year that are valued at transaction prices as they are reasonable approximation of fair values and ultimate investments in listed entities.

 

Description

Fair value

at 30 June

2019

US$'000

Fair value

at 31 December 2018

US$'000

Valuation technique

Unobservable input

Range (Weighted average)

Sensitivity to changes in significant unobservable
inputs

Rental properties

9,900

10,531

Income approach

Rental growth rate

 

Occupancy rate

 

 

Discount rate

0%-6% (Dec 2018: 0%-6%)

 

80%-90% (Dec 2018: 80%-87%)

 

13%-13.5%
(Dec
2018: 13%-13.5%)

The estimated fair value would increase if the rental growth rate and occupancy rate were higher and the discount rate was lower.

 

 

 

 

 

 

 

Description

Fair value

at 30 June

2019

US$'000

Fair value

at 31 December 2018

US$'000

Valuation technique

Unobservable input

Range (Weighted average)

Sensitivity to changes in significant unobservable
inputs

Land related investments

115,149

107,659

Comparable valuation method

Price per
square meter
for comparable land

US$76 to US$4,171 per square meter

(Dec 2018: US$73 to US$4,102 per square meter)

The estimated fair value would increase if the price per square meter was higher.

Operating business

69,975

68,609

Enterprise value using comparable traded multiples

EBITDA multiple (times)

4.3x to 147.3x, median 12.4x) (Dec 2018: 4.1x to 19.7x, median 10.7x)

The estimated fair value would increase if the EBITDA multiple was higher.

 

 

 

 

Discount for lack of marketability

20%

(Dec 2018: 20%)

The estimated fair value would increase if the discount for lack of marketability was lower.

 

 

 

 

Price of recent transaction

N/A

N/A

Greenfield business held for more than 12-months

14,336

16,042

Discounted cash flow method

Revenue growth

3.8% - 157.1 % (Dec 2018: 3.8% - 172.2%)

The estimated fair value would increase if the revenue growth increases, expenses ratio decreases, and WACC were lower.

 

Expense ratio

73.7% - 193.5 % (Dec 2018: 73.7% - 193.5%)

 

Weighted average cost of capital ("WACC")

11.4% (Dec 2018: 11.5%)

 

The rental growth rate represents the growth in rental income during the leasehold period while the occupancy rates represent the percentage of the building that is expected to be occupied during the leasehold period. Management adopt a valuation report produced by an independent valuer that determines the rental growth rate and occupancy rate after considering the current market conditions and comparable occupancy rates for similar buildings in the same area.

 

The discount rate is related to the current yield on long-term government bonds plus a risk premium to reflect the additional risk of investing in the subject properties.  Management adopt a valuation report produced by an independent valuer that determines the discount based on the independent valuer's judgement after considering current market rates.

 

The comparable recent sales represent the recent sales prices of properties that are similar to the Group's properties, which are in the same area.  Management adopt a valuation report produced by an independent valuer to determine the value per square meter based on the average recent sales prices.

 

The EBITDA multiple represents the amount that market participants would use when pricing investments.  The EBITDA multiple is selected from comparable public companies with similar business as the underlying investment. Management obtains the average EBITDA multiple from the comparable companies and applies the multiple to the EBITDA of the underlying investment.  The amount is further discounted for considerations such as lack of marketability.

 

Price of recent transaction is not disclosed due to strategic concerns.

The discount for lack of marketability represents the discount applied to the comparable market multiples to reflect the illiquidity of the investee relative to the comparable peer group.  Management determines the discount for lack of marketability based on its judgement after considering market liquidity conditions and company-specific factors.

 

The revenue growth represents the growth in sales of the underlying business and is based on the operating management team's judgement on the change of various revenue drivers related to the business from year-to-year. The expense ratio is based on the judgement of the operating management team after evaluating the expense ratio of comparable businesses and is a key component in deriving EBITDA and free cash flow for the greenfield business. The free cashflow is discounted at the weighted average cost of capital to derive the enterprise value of the greenfield business. Net debt is then deducted to arrive at an equity value for the business. Weighted cost of capital is derived after adopting independent market quotes or reputable published research-based inputs for the risk-free rate, market risk premium, small cap premium and cost of debt.

 

The investment entity approach requires the presentation and fair value measurement of immediate investments; the shares of intermediate holding companies are not listed.  However, ultimate investments in listed entities amounting to US$322,571,000 (31 December 2018: US$268,832,000) are held through intermediate holding companies; the value of these companies are mainly determined by the fair values of the ultimate investments.

 

Sensitivity analysis

 

Although the Company believes that its estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value.  For fair value measurements in Level 3 assets, changing one or more of the assumptions used to reasonably possible alternative assumptions would have the following effects on the profit or loss:

 

 

‹-------- 30 June 2019 --------›

‹-------- 30 June 2018 --------›

 

Effect on profit or loss

Effect on profit or loss

 

Favourable

(Unfavourable)

Favourable

(Unfavourable)

 

US$'000

US$'000

US$'000

US$'000

 

 

 

 

 

40,142

(36,838)

37,500

(33,433)

 

 

 

 

The favourable and unfavourable effects of using reasonably possible alternative assumptions have been calculated by recalibrating the valuation model using a range of different values.

 

For rental properties, the projected rental rates and occupancy levels were increased by 5% for the favourable scenario and reduced by 5% for the unfavourable scenario.  The discount rate used to calculate the present value of future cash flows was also decreased by 1% for the favourable case and increased by 1% for the unfavourable case compared to the discount rate used in the valuation as at 30 June 2019.

 

For land related investments (except those held for less than 12-months where cost approximates fair value), which are valued on comparable transaction basis by third party valuation consultants, the fair value of the land is increased by 15% in the favourable scenario and reduced by 15% in the unfavourable scenario.

 

For operating businesses (except those where a last transacted price exists within the past 12-months that provides the basis for fair value) that are valued on a trading comparable basis using enterprise value to earnings before interest, tax, depreciation and amortisation ("EBITDA"), EBITDA is increased by 15% and decreased by 15% in the favourable and unfavourable scenarios.

For greenfield businesses (except those where a last transacted price exists within the past
12-months) that are valued using a discounted cashflow, the revenue growth rate is increased by 1%, the expense ratio rate is decreased by 5% and the WACC is reduced by 1% in the favourable scenario. Conversely, in the unfavourable scenario, the revenue growth rate is reduced by 1%, the expense ratio rate is increased by 5% and the WACC is increased by 1%.

 

 

8       Interest bearing borrowings (secured)

 

Total interest bearing borrowings at 30 June 2019 amounted to US$63,205,000 (31 December 2018: US$5,327,000), which consisted of US$5,465,000 (31 December 2018: US$5,327,000) associated with a property related investment in Niseko, Hokkaido, Japan and bank debt of US$57,740,000 (31 December 2018: Nil).

 

 

9       earnings PER SHARE

 

 

6 months ended

30 June 2019

6 months ended

30 June 2018

 

 

US$'000

US$'000

Basic and diluted earnings per share are based on:

 

 

 

Profit/(loss) for the period attributable to ordinary shareholders

 

85,641

(101,525)

 

 

 

 

 

 

Number
of shares

Number
of shares

 

 

 

 

Weighted average number of shares (basic)

 

513,366,198

488,389,223

 

 

 

 

For the purpose of calculation of the diluted earnings per share, the weighted average number of shares in issue is adjusted to take into account any potential dilutive effect arising from share options, with the potential shares weighted for the period outstanding.

 

The effect of the exercise of share options on the weighted average number of shares in issue is as follows:

 

 

 

30 June 2019

30 June 2018

 

 

Number
of shares

Number
of shares

 

 

 

 

Weighted average number of shares (basic)

 

513,366,198

488,389,223

Effect of share options exercised

 

-

2,786,588

Weighted average number of shares (diluted)

 

513,366,198

491,175,811

 

At 30 June 2019, there were nil (30 June 2018: 105,412,832) outstanding share options to subscribe for ordinary shares of no par value. 

 

At 30 June 2018, 105,412,832 of the unexercised share options had fully vested. 82,782,691 of these share options have an exercise price of US$1.00 and have not been included in the computation of diluted earnings per share as their effect would have been anti-dilutive.  The remaining 22,630,141 share options have an exercise price of US$0.60 and have been included in the computation of diluted earnings per share on the same date.

 

 

10     Operating segments

 

The Company has investment segments, as described below.  Investment segments are reported to the Board of Directors of Symphony Asia Holdings Pte. Ltd., the Investment Manager, who review this information on a regular basis. 

 

For the period ending 30 June 2019, the Company has revised its reportable segments. The following summarises the changes made to the reporting business segments:

 

a.    The segment formerly described as 'Lifestyle/education' has been split into separate segments as 'Lifestyle' and 'Education'.

b.    Following a review by management, certain investments that were previously included under the 'Cash and temporary investments' segment have been excluded from segment reporting.

c.    A new segment, 'Logistics' has been created which includes the Company's new investment in Indo Trans Logistics Corporation (ITL).

 

The change in segment reporting has no impact on the net profit or loss of the Company. To enable comparisons with prior period performance and position, segment information for the period ended 30 June 2018 and year ended 31 December 2018 has been restated.

 

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

 

Business activities which do not meet the definition of an operating segment have been reported in the reconciliations of total reportable segment amounts to the financial statements.

 

The following summary describes the investments in each of the Company's reportable segments.

 

 

 

 

Healthcare

Includes investments in IHH Healthcare Bhd (IHH), Soothe Healthcare Private Limited (Soothe)

 

 

Hospitality

Includes investment in Minor International Public Company Limited (MINT)

 

 

Education

Includes investments in WCIB International Co. Ltd. (WCIB), Creative Technology Solutions DMCC (CTS)

 

 

Lifestyle

Includes investments in Chanintr Living Ltd, the Wine Connection Group (WCG), the Liaigre Group (Liaigre)

 

 

Lifestyle/Real Estate

Includes investments in Minuet Ltd., SG Land Co. Ltd., a property joint venture in Niseko, Hokkaido, Japan and Desaru Peace Holdings Sdn Bhd

 

 

Logistics

Includes investment in Indo Trans Logistics Corporation (ITL)

 

 

Cash and temporary investments

Includes government securities or other investment grade securities, liquid investments which are managed by third party investment managers of international repute, and deposits placed with commercial banks

 

 

Information on reportable segments

 

 

Healthcare

Hospitality

Education

Lifestyle

Lifestyle/ real estate

Logistics

Cash and temporary investments

Total

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

6 months ended
30 June
2019

 

 

 

 

 

 

 

 

Investment income

 

 

 

 

 

 

 

 

-  Dividend income

-

-

-

-

-

-

231

231

-  Interest income

-

-

-

-

12

378

86

476

-  Fair value changes in           financial assets at fair value through profit or loss

915

76,305

(1,793)

13,798

3,130

(241)

2

92,116

 

915

76,305

(1,793)

13,798

3,142

137

319

92,823

Investment expenses

 

 

 

 

 

 

 

 

-  Exchange loss

5

*

*

(475)

(56)

*

8

(518)

-  Loss on disposal of financial assets at fair value through profit or loss

-

-

-

-

-

-

(231)

(231)

 

5

*

*

(475)

(56)

*

(223)

(749)

Net investment results

920

76,305

(1,793)

13,323

3,086

137

96

92,074

*
 

 

Healthcare

Hospitality

Education

Lifestyle

Lifestyle/ real estate

Logistics

Cash and temporary investments

Total

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

 

 

 

 

 

 

 

 

 

6 months ended
30 June
2018 (restated)

 

 

 

 

 

 

 

 

Investment income

 

 

 

 

 

 

 

 

-  Interest income

-

-

-

-

12

-

189

201

 

 

 

 

 

 

 

 

 

Investment expenses

 

 

 

 

 

 

 

 

-  Exchange loss

183

*

*

(1,473)

102

-

(42)

(1,230)

-  Fair value changes in financial assets at fair value through profit or loss

2,113

(87,029)

2,081

(13,276)

3,500

-

(33)

(92,644)

 

2,296

(87,029)

2,081

(14,749)

3,602

-

(75)

(93,874)

Net investment results

2,296

(87,029)

2,081

(14,749)

3,614

-

114

(93,673)

 

 

 

 

 

 

 

 

 

30 June 2019

 

 

 

 

 

 

 

 

Segment assets

15,664

326,356

15,938

69,975

125,050

47,180

9,036

609,199

 

 

 

 

 

 

 

 

 

Segment liabilities

-

-

-

-

5,465

-

57,740

63,205

 

 

 

 

 

 

 

 

 

31 December 2018 (restated)

 

 

 

 

 

 

 

 

Segment assets

11,399

257,951

16,042

68,609

118,191

-

11,694

483,886

 

 

 

 

 

 

 

 

 

Segment liabilities

-

-

-

-

5,327

-

-

5,327

 

 

 

 

 

 

 

 

 

The reportable operating segments derive their revenue primarily by achieving returns, consisting of dividend income, interest income and appreciation in fair value.  The Company does not monitor the performance of the investments by measure of profit or loss.

 

*less than US$1,000

Reconciliations of reportable segment profit or loss, assets and liabilities

 

 

 

30 June

2019

30 June

2018

 

 

US$'000

US$'000

 

 

 

Restated

Profit or loss

 

 

 

Total net investment results for reportable segments

 

92,074

(93,673)

Net investment results for other segments

 

283

(379)

Unallocated amounts:

 

 

 

-   Other corporate expenses

 

(6,716)

(7,473)

Profit/(Loss) for the period

 

85,641

(101,525)

 

 

 

30 June

2019

31 December

2018

 

 

US$'000

US$'000

 

 

 

Restated

Assets

 

 

 

Total assets for reportable segments

 

609,199

483,886

Assets for other segments

 

14,729

14,442

Other assets

 

125

72

Total assets

 

624,053

498,400

 

 

 

 

Liabilities

 

 

 

Total liabilities for reportable segments

 

63,205

5,327

Other payables

 

470

368

Bank overdraft

 

-

*

Total liabilities

 

63,675

5,695

 

 

11     Significant Related Party Transactions

 

For the purposes of these condensed interim financial statements, parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence.  Related parties may be individuals or entities.

 

Key management personnel compensation

 

Key management personnel of the Company are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company. The directors of the Company are considered as key management personnel.

 

During the financial period ended 30 June 2019, directors' fees amounting to US$182,000
(30 June 2018: US$198,000) were declared as payable to four directors of the Company.  The remaining two directors of the Company are also directors of the Investment Manager who provides management and administrative services to the Company on an exclusive and discretionary basis.  No remuneration has been paid to these two directors as the cost of their services form part of the Investment Manager's remuneration.

 

Other related party transactions

 

During the financial period ended 30 June 2019, the Company recognised interest income from its unconsolidated subsidiaries amounting to US$390,000 (30 June 2018: US$12,000).

 

Pursuant to the Investment Management Agreement, the Investment Manager will provide investment management and advisory services exclusively to the Company.  Details of the remuneration of the Investment Manager are disclosed in the financial statements as at and for the year ended 31 December 2018.  During the financial period ended 30 June 2019, management fee amounting to US$5,773,000 (30 June 2018: US$6,750,000) paid/payable to the Investment Manager has been recognised in the condensed interim financial statements.

 

Pursuant to the Investment Management Agreement and on 3 August 2008, the Company granted 82,782,691 share options to subscribe for ordinary shares with an exercise price of US$1.00 to the Investment Manager, which had been previously deferred.  These share options have fully vested in five tranches over a period of five years and were exercisable on or before 2 August 2018 and lapsed unexercised. These lapsed options cannot be reissued to the Investment Manager.

 

On 22 October 2012 and pursuant to the Investment Management Agreement, the Company granted to the Investment Manager 41,666,500 share options to subscribe for ordinary shares with an exercise price of US$0.60 that have fully vested in five equal tranches over a period of five years and will expire on the tenth anniversary of the date of grant. The Investment Manager exercised share options amounting to 4,054,970 and 4,278,330 on 8 May 2014 and 10 June 2014, respectively, and 4,538,197 on 17 April 2015, and 742,616 on 23 June 16, and 621,902 on 26 June 2017 and 2,285,879 on 7 Nov 2017 and 2,514,465 on 20 June 2018 and 22,630,141 on Sep 6 2018 at the exercise price of US$0.60 per share. There were no share options outstanding as at 31 December 2018 and 30 June 2019.

 

As at 30 June 2019 and 30 June 2018, the Investment Manager have not been issued any management shares.

 

Other than as disclosed elsewhere in the condensed interim financial statements, there were no other significant related party transactions during the 6 months periods ended 30 June 2019 and 30 June 2018.

 

 

12     commitments

 

In September 2008, the Company entered into a loan agreement with a joint venture, held via its unconsolidated subsidiary, to grant loans totalling US$4,500,000 (THB140,000,000) to the joint venture in accordance with the terms as set out therein.  As at 30 June 2019, US$3,900,000 (THB120,000,000) (30 June 2018: US$3,600,000 (THB120,000,000)) has been drawn down.  The Company is committed to grant the remaining loan amounting to US$650,000 (THB20,000,000) (30 June 2018: US$600,000 (THB20,000,000)), subject to terms set out in the agreement.

 

In the general interests of the Company and its unconsolidated subsidiaries, it is the Company's current policy to provide such financial and other support to its group of companies to enable them to continue to trade and to meet liabilities as they fall due.

 

 

 

13     Subsequent events

 

 

Subsequent to 30 June 2019, Symphony made a small follow-on investment in the Desaru Property Joint Venture in Malaysia amounting to less than 1% of NAV.

 

Subsequent to 30 June 2019, Symphony made an additional investment to increase its ownership stake in Good Capital Partners and also made a small contribution to the Good Capital Fund I as part of its commitment as an anchor investor.

 

Subsequent to 30 June 2019, Symphony subscribed to and acquired additional shares in Soothe as part of its investment. The total investment related to Soothe is less than 1% of NAV.

 

Subsequent to 30 June 2019, Symphony sold an additional 0.5 million shares of MINT which generated net proceeds of US$0.6 million.

 

Subsequent to 30 June 2019, Symphony made a planned follow-on investment in WCIB, which amounted to less than 1% of NAV.

 


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