Half Yearly Report
2 September, 2009
Symphony International Holdings Limited
Interim Financial Results for the six-month period ended 30 June 2009
Symphony International Holdings Limited ('SIHL' or the 'Company') announces the interim results for the six months ended 30 June 2009. The condensed consolidated 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
SIHL is an investment company incorporated as a limited liability company under the laws of the British Virgin Islands on 5 January 2004. The Company's investment objective is to achieve superior investment returns by applying private equity style processes and disciplines to investing in consumer-related businesses, primarily in the healthcare, hospitality, lifestyle, and lifestyle/real estate sectors, in the Asia-Pacific region.
At 30 June 2009, the issued share capital of the Company was US$302.41 (30 June 2008: US$302.39) million consisting of 338,259,976 (30 June 2008: 338,259,976) ordinary shares.
The Company was admitted to the Official List of the London Stock Exchange on 3 August 2007 under Chapter 14 of the Listing Manual.
Net Asset Value
The net asset value ('NAV') attributable to the ordinary shares on 30 June 2009 was US$0.8196 (30 June 2008: US$0.9921) per share. This represented a 9 percent increase over the NAV per share of US$0.7523 at 31 December 2008.
Subsequent to 30 June 2009, no additional shares were issued.
Portfolio Overview
The following is an overview of our portfolio as of 30 June 2009:
Minuet Ltd. - In May 2008, SIHL established a joint-venture with an established Thai partner for the development of a branded life-style residential and recreational development in Bangkok, Thailand. The Company has a direct 49 percent interest in the venture, the maximum allowable under current regulations, but will be responsible for the design, development and execution of the project.
In line with SIHL's valuation policies, Minuet Ltd, having been held for more than 12 months, was valued at fair value on the basis of an independent third party valuation carried out on the underlying property held by Minuet Ltd. The fair value of Minuet Ltd was approximately US$86.9 million at 30 June 2009.
Minor International Public Company Limited ('MINT') - SIHL has invested approximately US$80.0 million1 in MINT, a diversified consumer business listed on the Stock Exchange of Thailand. Anil Thadani, a director of SIHL, serves on the board of directors for MINT. The fair value of the investment was approximately US$60.4 million as at 30 June 2009 (30 June 2008: US$100.9 million)2.
MINT completed a restructuring / merger with Minor Corporation Public Company Limited ('MINOR') on 12 June 2009 with the exchange of 1.14 MINT shares for every MINOR share. The restructuring / merger eliminated cross shareholdings for increased transparency in addition to cost savings and business diversification.
MINT is one of Thailand's leading hotel operators with a portfolio of 27 hotels and over 3,000 rooms under the 'Marriott', 'Four Seasons' and 'Anantara' brands in Thailand, Vietnam and the Maldives. MINT is also Thailand's largest food service operator with over 1,064 outlets under the Pizza Company, Swensen's, Sizzler, Dairy Queen, Burger King, Thai Express and the Coffee Club.
MINT's operations now include MINOR's contract manufacturing and international lifestyle consumer brand distribution business in Thailand focusing on fashion, cosmetics through retail, wholesale and direct marketing channels under brands that include Esprit, Bossini, Red Earth, Bloom, and Zwilling Henckels amongst others.
Parkway Holdings Limited ('Parkway') - We have invested a total of US$50.1 million (30 June 2008: US$46.3 million) in Parkway as at 30 June 2009. Parkway is Asia's leading healthcare company and operates three hospitals in Singapore as well as radiology, laboratory and primary healthcare businesses. Parkway also has an extensive Asian footprint with operations in Malaysia, India, China and Brunei. SIHL's investment management team has been associated with Parkway for a number of years and has deep knowledge of the company. Parkway also has a 35.6 percent interest in Parkway Life Real Estate Investment Trust. As at 30 June 2009, the fair value of our investment in Parkway was US$29.4 million (30 June 2008: US$38.7 million).
Parkway Life Real Estate Investment Trust ('P-REIT') - SIHL has invested approximately US$30.1 million (30 June 2008: US$30.1 million) in P-REIT units whose fair value as at 30 June 2009 was US$22.9 million (30 June 2008: US$29.5 million). P-REIT invests in income generating healthcare-related properties in the Asia-Pacific region including the buildings of Parkway's 3 Singapore hospitals, which are leased back to Parkway on long leases. P-REIT is established and managed by Parkway and generates an inflation-linked yield of more than 7 percent based on current valuations and historic distributions.
SG Land Co. Ltd ('SG Land') - In May 2008, we acquired a 49.9 percent stake in SG Land which owns the leasehold rights for two office buildings in downtown Bangkok - SG Tower and Millenia Tower. The two buildings in SG Land's portfolio have high occupancy rates and offer attractive rental yields.
In keeping with SIHL's valuation policies, SG Land, having been held for more than 12 months, was valued at fair value based on an independent third party valuation carried out on the underlying office buildings held by SG Land. The fair value of SG Land was approximately US$13.8 million at 30 June 2009.
One Central Residences Macau - We have invested in four high-end residential apartments in a new development in Macau. SIHL plans to take possession of the apartments at the end of August 2009.
Chanintr Living ('Chanintr') - Chanintr operates in Thailand as an importer and distributor of high-end U.S. and European furniture brands that include Christian Liaigre, Martha Stewart, Barbara Barry, Baker, Herman Miller and Thomasville. SIHL's investment in Chanintr was previously called C Larsen and was restructured from a debt investment to an equity and debt investment as initially planned.
Despite the weak economy and political turmoil in Thailand, the business is performing to expectations. The company is taking advantage of the weakness in the market to realign its portfolio of brands to fully serve its target market segments. The company is also working in partnership with property developers in Bangkok to provide design services and furniture to apartment owners at the time of sales or delivery of the apartment units.
AFC Network Private Limited ('AFC') - In May 2008, SIHL invested in AFC, a Singapore based media company which operates the Asian Food Channel, a 24-hour TV channel broadcasting food and lifestyle programming tailored to audiences in the Asia-Pacific region. This channel began broadcasting in July 2005 and currently airs in Singapore, Hong Kong, Malaysia, Indonesia and the Philippines.
Present market conditions have resulted in businesses cutting back their television advertising budgets. This has prompted AFC to temporarily delay its expansion plans and to refocus attention on the 7 countries it currently broadcasts to in South East Asia. The AFC TV channel continues to grow in popularity and is consistently ranked as one of the top rated Channels in Malaysia versus other comparable international pay TV channels as per AGB Nielsen ratings. It has a regional audience with the highest disposable income versus other comparable international pay TV channels according to PAX, in a regional pay TV survey on viewer demographics.
Subsequent Events
New Investments
In July 2009, AFC received firm commitments from its existing shareholders to raise approximately US$4 million via a rights issue to cover its working capital requirements through 2010.
In addition, SIHL acquired further shares in Parkway during July 2009 resulting in a total aggregate investment of US$50.1 million in Parkway to date.
Outlook
We continue to pursue the same investment strategy that we have consistently followed, namely, to make investments at attractive valuations and then to work closely in support of management as it drives business growth. In the case of our property investments we seek to create value through both yield as well as development, where we aim to generate synergies across our portfolio.
The recent credit crisis will have far-reaching repercussions to global economies. From a macroeconomic and investor's viewpoint, we believe that over the medium term and beyond, Asian economies and companies will generally outperform those in Europe and the US. Asian economies are likely to reduce their dependency on exports to markets in Europe and the US over time and shift towards more domestic demand-driven growth, with a corresponding rise in intra-Asian trade. This should reinforce SIHL's underlying thesis of investing in businesses benefiting from growth in Asian consumerism.
SIHL also has various Asian property investments. It is generally believed that a further repercussion of monetary expansion policies being pursued by the US and other western countries is likely to lead to inflation and a long-term decline in value of these countries' currencies. Were this to happen, it would be generally positive for property values in Asia as inflationary environments generally benefit valuations of hard assets - especially if these are located in stronger economies.
Symphony International Holdings Limited and its subsidiaries
Condensed Consolidated Statement of Financial Position
as at 30 June 2009
|
|
|
30 June 2009 |
31 December 2008 |
|
|
Note |
US$ |
US$ |
|
|
|
|
|
|
Non-current assets |
|
|
|
|
Interests in joint ventures |
7 |
108,975,884 |
99,559,896 |
|
Available-for-sale financial assets |
8 |
112,729,887 |
94,166,935 |
|
Other receivables and prepayments |
|
985,878 |
992,485 |
|
|
|
222,691,649 |
194,719,316 |
|
|
|
|
|
|
Current assets |
|
|
|
|
Other receivables and prepayments |
|
3,972,046 |
2,592,768 |
|
Amount due from Investment Manager (non-trade) |
|
- |
35 |
|
Cash and cash equivalents |
|
55,426,632 |
60,412,006 |
|
|
|
59,398,678 |
63,004,809 |
|
|
|
|
|
|
Total assets |
|
282,090,327 |
257,724,125 |
|
|
|
|
|
|
Equity attributable to owners of the Company |
|
|
|
|
Share capital |
|
302,407,529 |
302,407,529 |
|
Reserves |
|
47,847,301 |
42,041,913 |
|
Accumulated losses |
|
(73,028,628) |
(90,978,688) |
|
|
|
277,226,202 |
253,470,754 |
|
Non-controlling interests |
|
- |
- |
|
Total equity |
|
277,226,202 |
253,470,754 |
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Interest-bearing borrowings (secured) |
|
1,775,342 |
1,887,825 |
|
Amounts due to non-controlling shareholders |
|
148,534 |
148,561 |
|
|
|
1,923,876 |
2,036,386 |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
Bank overdraft (unsecured) |
|
- |
42 |
|
Interest-bearing borrowings (secured) |
|
292,929 |
287,894 |
|
Financial derivatives |
|
21,404 |
645,755 |
|
Accrued operating expenses |
|
391,751 |
149,138 |
|
Other payables |
|
185,805 |
194,507 |
|
Amounts due to directors (non-trade) |
|
148,767 |
- |
|
Interest payable |
|
2,199 |
3,085 |
|
Withholding tax payable |
|
1,875,239 |
914,179 |
|
Current tax payable |
|
22,155 |
22,385 |
|
|
|
2,940,249 |
2,216,985 |
|
Total liabilities |
|
4,864,125 |
4,253,371 |
|
|
|
|
|
|
Total equity and liabilities |
|
282,090,327 |
257,724,125 |
Symphony International Holdings Limited and its subsidiaries
Condensed Consolidated Statement of Comprehensive Income
for the financial period from 1 January 2009 to 30 June 2009
|
|
|
6 months ended |
6 months ended |
|
|
Note |
US$ |
US$ |
|
|
|
|
|
|
Revenue |
|
2,484,134 |
2,837,076 |
|
Other operating income |
|
6,416,725 |
3,732,160 |
|
Other operating expenses |
|
(1,414,464) |
(1,279,384) |
|
Management fees |
|
(3,967,123) |
(4,057,033) |
|
Management shares expense |
|
(353,431) |
(1,637,435) |
|
Share options expense |
|
(4,880,877) |
(11,439,831) |
|
Loss before investment results and income tax |
|
(1,715,036) |
(11,844,447) |
|
Fair value changes in interests in joint ventures |
|
1,245,914 |
- |
|
Gain on disposal of available-for-sale financial assets |
8 |
20,666,259 |
- |
|
Impairment loss on available-for-sale financial assets |
8 |
(2,334,734) |
- |
|
Changes in fair value of investment properties under construction |
|
580,590 |
- |
|
Fair value changes in financial derivatives |
|
624,352 |
- |
|
Profit/(Loss) before income tax |
|
19,067,345 |
(11,844,447) |
|
Income tax expense |
9 |
(1,117,285) |
(187,011) |
|
Profit/(Loss) for the period |
|
17,950,060 |
(12,031,458) |
|
Other comprehensive income: |
|
|
|
|
Available-for-sale financial assets |
|
|
|
|
- Changes in fair value during the period |
|
7,031,103 |
(23,379,368) |
|
- Reclassification adjustment for impairment losses |
|
2,334,734 |
- |
|
- Reclassification adjustment for gains included in |
|
(10,318,839) |
- |
|
Foreign currency translation differences in relation to financial statements of foreign operations |
|
1,524,082 |
1,567,794 |
|
Other comprehensive income/(expense) for the period, net of tax |
|
571,080 |
(21,811,574) |
|
Total comprehensive income/(expense) for the period |
|
18,521,140 |
(33,843,032) |
|
|
|
|
|
|
Profit/(Loss) attributable to: |
|
|
|
|
Owners of the Company |
|
17,950,060 |
(12,031,458) |
|
Non-controlling interests |
|
- |
- |
|
Profit/(Loss) for the period |
|
17,950,060 |
(12,031,458) |
|
|
|
|
|
|
Total comprehensive income/(expense) attributable to: |
|
|
|
|
Owners of the Company |
|
18,521,140 |
(33,843,032) |
|
Non-controlling interests |
|
- |
- |
|
Total comprehensive income/(expense) for the period |
|
18,521,140 |
(33,843,032) |
|
|
|
|
|
|
|
|
US cents |
US cents |
|
Earnings per share: |
10 |
|
|
|
Basic |
|
5.31 |
(3.56) |
|
Diluted |
|
5.31 |
(3.56) |
Symphony International Holdings Limited and its subsidiaries
Condensed Consolidated Statement of Changes in Equity
for the financial period from 1 January 2009 to 30 June 2009
|
|
|
Share capital |
Equity |
Fair |
Foreign reserve |
Accumulated losses |
Total attributable to owners of the Company |
Non-controlling |
Total |
|
|
|
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2008 |
|
306,365,214 |
13,789,199 |
52,876,955 |
1,805,317 |
(17,516,362) |
357,320,323 |
- |
357,320,323 |
|
London stock exchange listing expenses |
|
(3,973,904) |
- |
- |
- |
- |
(3,973,904) |
- |
(3,973,904) |
|
Value of services received for issue |
|
- |
1,637,435 |
- |
- |
- |
1,637,435 |
- |
1,637,435 |
|
Value of services received for issue |
|
- |
11,439,831 |
- |
- |
- |
11,439,831 |
- |
11,439,831 |
|
Total comprehensive income/(expense) for the period |
|
- |
- |
(23,379,368) |
1,567,794 |
(12,031,458) |
(33,843,032) |
- |
(33,843,032) |
|
At 30 June 2008 |
|
302,391,310 |
26,866,465 |
29,497,587 |
3,373,111 |
(29,547,820) |
332,580,653 |
- |
332,580,653 |
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2009 |
|
302,407,529 |
33,140,955 |
12,294,715 |
(3,393,757) |
(90,978,688) |
253,470,754 |
- |
253,470,754 |
|
Value of services received for issue |
|
- |
353,431 |
- |
- |
- |
353,431 |
- |
353,431 |
|
Value of services received for issue |
|
- |
4,880,877 |
- |
- |
- |
4,880,877 |
- |
4,880,877 |
|
Total comprehensive income/(expense) for the period |
|
- |
- |
(953,002) |
1,524,082 |
17,950,060 |
18,521,140 |
- |
18,521,140 |
|
At 30 June 2009 |
|
302,407,529 |
38,375,263 |
11,341,713 |
(1,869,675) |
(73,028,628) |
277,226,202 |
- |
277,226,202 |
Symphony International Holdings Limited and its subsidiaries
Condensed Consolidated Statement of Cash Flows
for the financial period from 1 January 2009 to 30 June 2009
|
|
|
6 months |
6 months |
|
|
|
US$ |
US$ |
|
Operating activities |
|
|
|
|
Profit/(Loss) before income tax |
|
19,067,345 |
(11,844,447) |
|
Adjustments for: |
|
|
|
|
Exchange differences |
|
- |
(83,721) |
|
Dividend income |
|
(2,484,134) |
(2,837,076) |
|
Interest income |
|
(6,416,725) |
(3,232,160) |
|
Interest expense |
|
56,184 |
105,339 |
|
Fair value changes in financial derivatives |
|
(624,352) |
- |
|
Changes in fair value of investment properties under construction |
|
(580,590) |
- |
|
Impairment loss on available-for-sale financial assets |
|
2,334,734 |
- |
|
Profit on disposal of available-for-sale financial assets |
|
(20,666,259) |
- |
|
Allowance for impairment of other receivables |
|
98,635 |
- |
|
Deals expenses written off |
|
71,717 |
- |
|
Fair value changes in interests in joint ventures |
|
(1,245,914) |
- |
|
Management shares expense |
|
353,431 |
1,637,435 |
|
Share options expense |
|
4,880,877 |
11,439,831 |
|
|
|
(5,155,051) |
(4,814,799) |
|
Changes in working capital: |
|
|
|
|
(Increase)/Decrease in other receivables and prepayments |
|
(374,640) |
32,378 |
|
Increase in other payables and accrued operating expenses |
|
382,619 |
240,169 |
|
Decrease in amount due from Investment Manager (non-trade) |
|
35 |
- |
|
Cash used in operations |
|
(5,147,037) |
(4,542,252) |
|
Dividend received (net of withholding tax) |
|
1,759,892 |
2,075,140 |
|
Interest received (net of withholding tax) |
|
128,855 |
3,230,558 |
|
Income tax paid |
|
- |
- |
|
Cash flows from operating activities |
|
(3,258,290) |
763,446 |
|
|
|
|
|
|
Investing activities |
|
|
|
|
Purchase of available-for-sale financial assets |
|
(1,360,895) |
(47,770,125) |
|
Investment in joint ventures |
|
(549,242) |
(596,858) |
|
Loans to joint ventures |
|
- |
(6,457,725) |
|
Repayment of loans by joint ventures |
|
406,601 |
511,449 |
|
Deposit paid for an option to acquire property |
|
- |
(598,444) |
|
Loan to an investee company |
|
- |
(500,000) |
|
Cash flows from investing activities |
|
(1,503,536) |
(55,411,703) |
|
|
|
|
|
|
Financing activities |
|
|
|
|
Interest paid |
|
(57,127) |
(102,032) |
|
Subscription proceeds for unallotted shares refunded |
|
- |
(14,539) |
|
Listing expenses paid |
|
- |
(51,611) |
|
Proceeds from borrowings |
|
- |
2,578,735 |
|
Repayment of borrowings |
|
(145,676) |
(49,341) |
|
Increase in amounts due to Investment Manager (non-trade) |
|
- |
69,640 |
|
Cash flows from financing activities |
(202,803) |
2,430,852 |
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents carried forward |
(4,964,629) |
(52,217,405) |
|
Symphony International Holdings Limited and its subsidiaries
Condensed Consolidated Statement of Cash Flows
for the financial period from 1 January 2009 to 30 June 2009
|
|
|
6 months |
6 months |
|
|
|
US$ |
US$ |
|
|
|
|
|
|
Net decrease in cash and cash equivalents brought forward |
(4,964,629) |
(52,217,405) |
|
|
Cash and cash equivalents at beginning of period |
60,411,964 |
206,644,614 |
|
|
Effect of foreign exchange fluctuations |
(20,703) |
31,054 |
|
|
Cash and cash equivalents at end of the period |
55,426,632 |
154,458,263 |
|
Cash and cash equivalents for the purpose of the statement of cash flows include bank overdraft.
During the financial period ended 30 June 2008, there were the following non-cash transactions:
Symphony International Holdings Limited and its subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
for the financial period from 1 January 2009 to 30 June 2009
These notes form an integral part of the condensed consolidated interim financial statements.
1 REPORTING ENTITY
Symphony International Holdings Limited (the 'Company') is a company domiciled in the British Virgin Islands. The condensed consolidated interim financial statements of the Company as at and for the 6 months ended 30 June 2009 comprise the Company and its subsidiaries (together referred to as the 'Group').
The consolidated financial statements of the Group as at and for the year ended 31 December 2008 are available upon request from the Company's registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
2 STATEMENT OF COMPLIANCE
These condensed consolidated 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 consolidated financial statements of the Group as at and for the year ended 31 December 2008.
These condensed consolidated interim financial statements were approved by the Board of Directors on [date].
3 SIGNIFICANT ACCOUNTING POLICIES
Except as described below, the accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2008.
(i) Accounting for properties that are being constructed or developed for future use as investment properties
In respect of properties that are being constructed or developed for future use as investment properties, they are measured at fair value with any change recognised in profit or loss. If the Group determines that the fair value of an investment property under construction is not reliably determinable but expects the fair value of the property to be reliable determinable once construction is completed, the investment property under construction will be measured at cost until either its fair value becomes reliably determinable or construction is completed (whichever is earlier). Any gain or loss arising on remeasurement is recognised in profit or loss.
Before 1 January 2009, downpayments for the purchase of properties that are being constructed or developed for future use as investment properties are stated at cost less accumulated impairment losses until construction or development is completed, at which time they are remeasured to fair value and reclassified as investment properties. Any gain or loss arising on remeasurement is recognised in profit or loss. This change in accounting policy was due to the prospective adoption of amendments to IAS 40 Investment Property. In accordance with the transitional provisions of the standard, comparative figures have not been restated. The change in accounting policy had no material impact on assets, results or earnings per share in the interim period ended 30 June 2009.
(ii) Determination and presentation of operating segments
As of 1 January 2009, the Group determines and presents operating segments based on the information that internally is provided to the Investment Manager, who is charged with the responsibility of providing day-to-day management and administrative services exclusive and discretionary to the Group's investment objectives, policy and strategy, and managing the Group's business with a view to achieving the Group's investment objectives. The Investment Manager is considered the Group's chief operation decision maker. This change in accounting policy is due to the adoption of IFRS 8 Operating Segments. Previously, operating segments were determined and presented in accordance with IAS 14 Segment Reporting. The new accounting policy in respect of segment operating disclosures is presented as follows.
Comparative segment information has been re-presented in conformity with the transitional requirements of IFRS 8. Since the change in accounting policy only impacts presentation and disclosure aspects, there is no impact on earnings per share.
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. An operating segment's operating results are reviewed regularly by the Investment Manager to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.
Segment results that are reported to the Investment Manager include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly income tax assets and liabilities.
Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment and intangible assets, other than goodwill.
4 Estimates
The preparation of consolidated 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 consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2008.
5 FINANCIAL RISK MANAGEMENT
The Group's financial risk management objectives and policies are consistent with that disclosed in the consolidated financial statements as at and for the year ended 31 December 2008.
6 SEASONALITY OF OPERATIONS
The Group's operations are not subject to seasonal fluctuations.
7 interests in joint ventures
During the financial period ended 30 June 2009, the Group subscribed for 540,000 new non-voting redeemable convertible preference shares in a joint venture, C Larsen (Singapore) Pte Ltd, for cash of US$540,000. The Group holds 100% of the issued redeemable convertible preference shares of C Larsen (Singapore) Pte Ltd.
8 available-for-sale financial assets
During the current period, two of the Group's investee companies, Minor International Public Company Limited ('MINT') and Minor Corporation Public Company Limited ('MINOR'), completed the restructuring exercise pursuant to which shares in MINOR were exchanged for shares in MINT for no consideration. The Group realised a gain of US$20,666,259 in the statement of comprehensive income upon derecognition of its investment in MINOR.
In addition, the Group recognised additional impairment loss of US$2,334,734 during the current period in respect of a quoted equity investment as a result of a further decline in the market price of the equity securities since 31 December 2008.
9 INCOME TAX EXPENSE
|
|
|
6 months ended |
6 months ended |
|
|
|
US$ |
US$ |
|
|
|
|
|
|
Foreign withholding tax |
|
1,117,285 |
187,011 |
Foreign withholding tax relates to tax withheld or payable on foreign-sourced income.
Deferred tax liabilities have not been recognised on temporary differences in respect of fair value gains on certain available-for-sale financial assets. Under the double taxation treaty between Thailand, the country in which the available-for-sale financial assets are located, and Mauritius, the country of incorporation of the subsidiary which holds these available-for-sale financial assets, capital gains on the disposal of such assets are subject to capital gains tax in the country in which the investor is a tax resident. The subsidiary is a tax resident in Mauritius and is not subject to capital gains tax in Mauritius as it meets the conditions necessary to maintain such tax residency status.
Similarly, deferred tax assets have not been recognised on temporary differences in respect of fair value losses on certain available-for-sale financial assets as the profits of the subsidiary which holds the investments are not subject to taxation in its country of incorporation.
The Group also has not recognised deferred tax assets amounting to US$1,893,401 (31 December 2008: US$5,013,929) on temporary differences in respect of fair value losses on the remaining available-for-sale financial assets as it is not probable that future taxable profits will be available against which the temporary differences can be utilised.
10 EARnings PER SHARE
|
|
|
6 months ended
30 June 2009 |
6 months ended
30 June 2008
|
|
|
|
US$
|
US$
|
|
Basic and diluted earnings per share are based on:
|
|
|
|
|
Net profit/(loss) for the period attributable to
owners of the Company |
|
17,950,060
|
(12,031,458)
|
|
|
|
|
|
|
|
|
Number
of shares |
Number
of shares |
|
|
|
|
|
|
Weighted average number of shares (basic)
|
|
|
|
|
- Outstanding during the period
|
|
338,259,976
|
338,259,976
|
|
|
|
338,259,976
|
338,259,976
|
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 the dilutive effect arising from the dilutive warrants, share options and contingently issuable shares, with the potential shares weighted for the period outstanding.
As at 30 June 2009, outstanding warrants to subscribe for 108,565,365 new ordinary shares of no par value at an exercise price of US$1.25 each and outstanding share options to subscribe for 82,782,691 ordinary shares of no par value at an exercise price of US$1 have not been included in the computation of diluted earnings per share because these warrants and share options were anti-dilutive. In addition, dilutive contingently issuable shares of up to 10,298,726 ordinary shares of no par value have not been taken into consideration the determination of diluted earnings per share because the conditions have not been satisfied as at 30 June 2009 and none of the contingently issuable shares would be issuable as at 30 June 2009 based on the status as at that date.
As at 30 June 2008, outstanding warrants to subscribe for 108,565,365 new ordinary shares of no par value at an exercise price of US$1.25 each, potentially issuable share options to subscribe for 82,782,691 ordinary shares of no par value at an exercise price of US$1, and contingently issuable management shares of up to 10,298,726 ordinary shares of no par value have not been included in the computation of diluted earnings per share because these warrants, potentially issuable share options and contingently issuable management shares were anti-dilutive.
11 Operating segments
The Group has 5 operating segments as described below, which are identified based on the sectors in which the Group's investments are made. The individual investments in each of these sectors are managed separately and internal management reports on these investments are reviewed by the Investment Manager on a regular basis.
Information on reportable segments
|
|
Healthcare |
Hospitality |
Lifestyle |
Lifestyle/ real estate |
Cash and temporary |
Consolidated |
|
|
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
|
6 months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income |
|
|
|
|
|
|
|
- Dividend income |
919,371 |
1,564,763 |
- |
- |
- |
2,484,134 |
|
- Interest income |
- |
- |
8,820 |
6,393,205 |
14,700 |
6,416,725 |
|
- Realised gain |
- |
- |
20,666,259 |
- |
- |
20,666,259 |
|
- Reclassification adjustment for gains included in |
- |
- |
(10,318,839) |
- |
- |
(10,318,839) |
|
- Unrealised gain in profit or loss |
- |
- |
- |
1,826,504 |
- |
1,826,504 |
|
- Unrealised gain in other comprehensive income |
11,341,713 |
- |
- |
- |
- |
11,341,713 |
|
|
12,261,084 |
1,564,763 |
10,356,240 |
8,219,709 |
14,700 |
32,416,496 |
|
|
|
|
|
|
|
|
|
Investment loss |
|
|
|
|
|
|
|
- Unrealised loss in profit or loss |
- |
(2,334,734) |
- |
- |
- |
(2,334,734) |
|
- Unrealised loss in other comprehensive income |
- |
- |
(1,975,876) |
- |
- |
(1,975,876) |
|
|
- |
(2,334,734) |
(1,975,876) |
- |
- |
(4,310,610) |
|
|
|
|
|
|
|
|
|
Net investment results |
12,261,084 |
(769,971) |
8,380,364 |
8,219,709 |
14,700 |
28,105,886 |
|
|
|
|
|
|
|
|
|
|
Healthcare |
Hospitality |
Lifestyle |
Lifestyle/ real estate |
Cash and temporary |
Consolidated |
|
|
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
|
6 months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income |
|
|
|
|
|
|
|
- Dividend income |
1,356,835 |
1,025,555 |
454,686 |
- |
- |
2,837,076 |
|
- Interest income |
- |
- |
192,340 |
147,795 |
2,892,025 |
3,232,160 |
|
|
1,356,835 |
1,025,555 |
647,026 |
147,795 |
2,892,025 |
6,069,236 |
|
|
|
|
|
|
|
|
|
Investment loss |
|
|
|
|
|
|
|
- Unrealised loss in other comprehensive income |
(7,977,185) |
(10,179,816) |
(5,222,367) |
- |
- |
(23,379,368) |
|
|
(7,977,185) |
(10,179,816) |
(5,222,367) |
- |
- |
(23,379,368) |
|
|
|
|
|
|
|
|
|
Net investment results |
(6,620,350) |
(9,154,261) |
(4,575,341) |
147,795 |
2,892,025 |
(17,310,132) |
|
|
|
|
|
|
|
|
|
As at 30 June 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
52,290,854 |
60,986,726 |
9,143,727 |
104,080,685 |
55,588,335 |
282,090,327 |
|
|
|
|
|
|
|
|
|
As at 31 December 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
39,764,713 |
33,137,109 |
29,850,778 |
94,030,015 |
60,941,510 |
257,724,125 |
The reportable operating segments derive their revenue primarily by achieving returns, consisting of dividend income, interest income and appreciation in fair value. The Group does not monitor the performance of the investments by measure of profit or loss.
12 Significant Related Party Transactions
For the purposes of these condensed interim financial statements, parties are considered to be related to the Group if the Group 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 Group and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.
Key management personnel compensation
Key management personnel of the Group are those persons having the authority and responsibility for planning, directing and controlling the activities of the Group. The directors of the Company are considered as key management personnel of the Group.
During the financial period ended 30 June 2009, directors' fees amounting to US$148,767 (30 June 2008: US$149,180) were declared as payable to certain directors of the Company. The remaining directors of the Company are also directors of the Investment Manager who provides management and administrative services to the Group on an exclusive and discretionary basis. No remuneration has been paid to these 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 2009, the Group recognised interest income received/receivable from joint ventures totalling US$6,363,038 (2008: US$141,266).
Pursuant to the Investment Management and Advisory Agreement, the Investment Manager will provide investment management and advisory services exclusively to the Group. Details of the remuneration of the Investment Manager are disclosed in the consolidated financial statements as at and for the year ended 31 December 2008. During the financial period ended 30 June 2009, management fee amounting to US$3,967,123 (30 June 2008: US$4,057,033) paid/payable to the Investment Manager has been recognised in the condensed consolidated interim financial statements.
Pursuant to Schedule 2 of the Investment Management and Advisory Agreement, as amended, the Investment Manager was to be granted 82,782,691 (30 June 2008: 82,782,691) share options to subscribe for ordinary shares at US$1 each on the first anniversary of the date of admission. The share options vest and became exercisable by the Investment Manager in five equal tranches over a period of five years beginning from the date of grant and expire on the tenth anniversary of the date of grant.
In addition, the Investment Manager will become eligible to be issued with management shares of up to 10,298,726 (30 June 2008: 10,298,726) ordinary shares in the Company. Up to 20% of the management shares will become eligible to be issued at the first quarter end date following each anniversary of the admission, provided certain conditions are met.
Other than as disclosed elsewhere in the condensed consolidated interim financial statements, there were no other significant related party transactions during the 6 months periods ended
30 June 2009 and 30 June 2008.
13 commitments
As at 30 June 2009, the Group has outstanding contracts, being a series of call and put options entered into in order to purchase investments in a quoted equity security listed on the Singapore Exchange Securities Trading Limited, to acquire up to 491,600 (31 December 2008: 1,714,800) equity securities at prices ranging from S$1.6340 to S$1.7432 each.
Subsequent to 30 June 2009, the Group has committed to subscribe to the rights issue of a joint venture, AFC Network Private Limited, of 356,770 new preference shares for a subscription price of US$1,248,695. The subscription price will be satisfied by way of cash injection of US$548,695 and capitalisation of existing shareholder loan of US$700,000.
Directors' Responsibility Statement
For and on behalf of the Board
Pierangelo Bottinelli
Chairman
For further information, please contact:
Sunil Chandiramani - Symphony Asia Limited (Tel: +852 2801-6199)
Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.
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.
End of Announcement
1 The accounting cost for MINT is US$80.0 million, comprising cost of acquisition of US$58.5 million, script dividend received of US$0.8 million, and realised gain of US$20.7 million arising from the exchange of MINOR shares for MINT shares upon the completion of the restructuring / merger of these companies. The actual cash cost of SIHL's investment in MINT is US$58.5 million and fair value gain of approximately US$2 million as at 30 June 2009.
2 Consisting of SIHL's combined fair value of investments in MINT and MINOR at 30 June 2008
This information is provided by RNS
Latest directors dealings
- 1 minute ago Sage Group
- 6 minutes ago Rathbones Group
- 13 minutes ago Sage Group
- 26 minutes ago Kavango Resources
- 48 minutes ago BlackRock Sustainable American Income Trust