Interim Results

Symphony International Holdings Ltd 29 August 2007 29 August 2007 Symphony International Holdings Limited Interim Financial Results for the six-month period ended 30 June 2007 Symphony International Holdings Limited ('Symphony' or the 'Company') announces the interim results for the six months ended 30 June 2007. The condensed consolidated interim financial statements of Symphony and its subsidiaries have been prepared in accordance with International Financial Reporting Standard (IFRS) IAS 34 Interim Financial Reporting and have not been audited or reviewed by the auditors of the Company. Introduction Symphony is an investment company incorporated as a limited liability company under the laws of the British Virgin Islands on 5 January 2004. Symphony'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, and lifestyle sectors, in the Asia-Pacific region. At 30 June 2007, the issued share capital of Symphony was US$101.62 million consisting of 94,878,660 shares, of which 204,885 shares were issued during the six months ended 30 June 2007. 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 2007, prior to the Company's initial public offering ('IPO'), was US$1.433 per share. This represented a 11.34% increase over the NAV per share of US$1.287 on 31 December 2006. Subsequent to 30 June 2007, the Company issued shares in the IPO as well as further shares, including bonus shares, as more fully described under ' Subsequent Events' below. Portfolio Overview The following is a description of the changes in our portfolio during the first six months of the current financial year. The increase in our NAV was driven primarily by the strong performance of our two listed holdings, Minor International Public Company Limited and Minor Corporation Public Company Limited, whose share prices appreciated during the period under review. Minor International Public Company Limited ('MINT') - We acquired shares in MINT, a diversified consumer business listed on the Stock Exchange of Thailand, in the first half of 2007, bringing our total investment in this company to US$27.53 million. The unrealized value of this investment was US$34.52 million on 30 June 2007. We believe that MINT is Thailand's largest food service operator with over 600 outlets under the 'The Pizza Company', 'Swensen's', 'Sizzler', 'Dairy Queen', and 'Burger King' brands. We believe it is also one of Thailand's leading hotel operators with a portfolio of 10 hotels and over 2100 rooms under the 'Marriott', 'Four Seasons', 'Anantara', and 'Minor International' brands in Thailand and Vietnam. We believe that MINT is also one of the largest spa operators in the Asia-Pacific region with 15 spas in Thailand and China under the 'Mandara', 'the Spa' and 'Anantara' brands. Anil Thadani, a director of Symphony, serves as a director on the board of MINT. Minor Corporation Public Company Limited ('Minor') - Our investment of approximately US$8.6 million in Minor, made in late 2005 and in 2006, had an unrealized value of US$33.37 million on 30 June 2007. We believe that Minor is a leading distributor of international lifestyle brands in Thailand focusing primarily on fashion, cosmetics, golf equipment and education. Brands that Minor distributes include Esprit, Red Earth, Bossini, Sinequanone, Rampage, Bloom, Laneige, Elmis, Tumi, Henckels, Time Life and World Book. Minor also owns and operates one of Thailand's leading contract manufacturers. Sunil Chandiramani, a director of Symphony, serves as an adviser to the board of Minor. One Central Residences Macau - We invested approximately US$1.72 million, being our share of the investment, in four high-end residential apartments in a new development in Macau. By investing in the project at an early stage, we were able to secure high-floor units at relatively attractive prices. C Larsen Limited ('Larsen') - In the first half of 2007 we extended loans to Larsen in an aggregate principal amount of US$3.25 million. The loans bear interest at a fixed rate and have tenures of less than 12 months. Larsen operates in Thailand as an importer and distributor of high-end U.S. and European furniture brands including Christian Liaigre, Martha Stewart, Barbara Barry, Baker, Herman Miller, Habitat and Thomasville. They also source furniture in China and Thailand for their own retail stores and for sale by these brands in other markets. Subsequent Events Initial Public Offering and Issue of New Shares and Warrants The Company was admitted to the Official List of the London Stock Exchange on 3 August 2007 under Chapter 14 of the Listing Manual. The proceeds from the Company's IPO amounted to US$190 million before issue expenses pursuant to which 190,000,000 new ordinary shares were issued in the IPO. In addition to these 190,000,000 ordinary shares, a further 53,381,316 ordinary shares were issued including the subscription of 13,175,796 ordinary shares by investors and the Company's investment manager, the issue of 33,076,311 bonus ordinary shares, and the issue of 7,129,209 ordinary shares to the Company's investment manager credited as fully paid raising the total number of issued shares to 338,259,976. On the same day, 108,565,365 warrants to subscribe for shares at US$1.25 per share, subject to adjustments, were also issued. Significant changes in the holdings after 30 June 2007 Parkway Life Real Estate Investment Trust ('P-REIT') - On 23 August 2007, we invested approximately US$29.9 million in the initial public offering of the P-REIT units, listed on the Main Board of the Singapore Exchange Securities Trading Limited. P-REIT invests primarily in income producing healthcare and healthcare-related properties and real estate assets in the Asia-Pacific region. It is established and managed by Parkway Holdings Limited, one of Asia's premier, fully-integrated healthcare providers, with one of the largest networks of hospitals and healthcare services in the region. Parkway Holdings has at least a 30.1% interest in the P-REIT at the close of its initial public offering. Two members of Symphony's investment advisory group serve on the board of Parkway Holdings, including Mr. Sunil Chandiramani, who is also a director of Symphony. Outlook We are continuing to see interesting investment opportunities in specific markets and sectors despite increasing global interest in Asian assets and the resulting increase in asset prices. Most of the transactions we are evaluating currently, originated from the long-term relationships established by the team members of our investment advisory group, are proprietary in nature and are sheltered from competition to a large extent. Our investment advisory group comprises Symphony Asia Limited and Symphony Asia Holdings Pte. Ltd. Our portfolio is currently weighted towards Thailand where political changes are underway. We believe that these changes will not have a significant effect on the economics of our Thai holdings due to the nature of these businesses. However if there is a deterioration of safety and security conditions due to terrorist activities or a natural calamity, the value of our holdings could be impaired. Meanwhile we continue to take the opportunity to add to our holdings during times of weak market conditions. Similarly, the sub-prime credit crisis in the United States and its effect on the credit conditions in the Asia-Pacific region is not expected to have a significant impact on our business in the next six months as neither Symphony nor its holdings are highly levered. However, if we experience increased volatility in the markets or an economic downturn in the region our holdings may lose value, but we may also find new buying opportunities at attractive prices. Symphony International Holdings Limited and its subsidiaries Balance Sheets as at 30 June 2007 30 June 31 December 2007 2006 US$ US$ Non-current asset Available-for-sale financial assets 67,899,532 30,252,468 Current assets Other receivables and prepayments 6,877,631 2,017,269 Amounts due from shareholders (non-trade) - 3,030 Amounts due from companies in which 46,653 - certain directors have substantial financial interests (non-trade) Cash and cash equivalents 65,967,548 90,786,282 Total current assets 72,891,832 92,806,581 Total assets 140,791,364 123,059,049 Equity attributable to equity holders of the Company Share capital 101,622,695 101,369,196 Equity compensation reserve 6,107,356 6,094,462 Fair value reserve 31,390,441 17,949,687 Accumulated losses (3,164,064) (3,524,590) Total equity 135,956,428 121,888,755 Non-current liability Amounts due to minority shareholders of subsidiary 147,278 51,142 (non-trade) Current liabilities Accrued operating expenses 1,656,586 1,057,644 Other payables 1,016,534 57,290 Amounts due to shareholders (non-trade) 2,014,538 - Amounts due to companies in which certain directors have - 4,218 substantial financial interests (non-trade) 4,687,658 1,119,152 Total liabilities 4,834,936 1,170,294 Total equity and liabilities 140,791,364 123,059,049 Symphony International Holdings Limited and its subsidiaries Income Statement for the financial period from 1 January 2007 to 30 June 2007 6 months ended 6 months ended 30 June 2007 30 June 2006 Note US$ US$ Revenue 807,280 521,921 Other operating income 1,992,035 451,349 Management fees (1,156,672) - Management shares expense (12,894) - Other operating expenses (187,304) (193,156) Singapore listing expenses written off (1,001,191) - Profit from operations before income tax 441,254 780,114 Income tax expense 8 (80,728) (52,192) Profit for the period 360,526 727,922 US cents US cents Earnings per share: 9 Basic 0.29 0.95 Diluted 0.29 0.95 Symphony International Holdings Limited and its subsidiaries Statement of Changes in Equity for the financial period from 1 January 2007 to 30 June 2007 Share Equity Fair Accumulated Total capital compensation value (loss)/profit equity reserve reserve US$ US$ US$ US$ US$ The Group At 1 January 2006 55,760,536 - 2,270,821 (213,905) 57,817,452 Changes in fair value of - - 12,574,764 - 12,574,764 available-for-sale financial assets/ Net gain recognised directly in equity Net profit for the - - - 727,922 727,922 period Total recognised income - - 12,574,764 727,922 13,302,686 for the period Issue of shares 4,197,588 - - - 4,197,588 Share placement fee (100,338) - - - (100,338) At 30 June 2006 59,857,786 - 14,845,585 514,017 75,217,388 At 1 January 2007 101,369,196 6,094,462 17,949,687 (3,524,590) 121,888,755 Changes in fair value of - - 13,440,754 - 13,440,754 available-for-sale financial assets/ Net gain recognised directly in equity Net profit for the - - - 360,526 360,526 period Total recognised income - - 13,440,754 360,526 13,801,270 for the period Issue of shares 259,999 - - - 259,999 Share placement fee (6,500) - - - (6,500) Value of services - 12,894 - - 12,894 received for issue of management shares At 30 June 2007 101,622,695 6,107,356 31,390,441 (3,164,064) 135,956,428 Symphony International Holdings Limited and its subsidiaries Cash flow Statement for the financial period from 1 January 2007 to 30 June 2007 6 months ended 6 months ended 30 June 2007 30 June 2006 US$ US$ Operating activities Profit from operations before income tax 441,254 876,673 Adjustments for: Dividend income (807,280) (521,921) Interest income (1,992,035) (451,349) Singapore listing expenses written off 1,001,191 - Management shares expense 12,894 - Operating loss before working capital changes (1,343,976) (96,597) Changes in working capital: Increase in other receivables and prepayments 76,765 5,402 Increase/(decrease) in accrued operating expenses 27,318 (1,058) Cash used in operations (1,239,893) (92,253) Dividend received - 52,192 Interest received 1,932,739 436,145 Purchase of available-for-sale financial assets (24,206,310) - Down payment for the purchase of investment properties (1,215,418) - Loan to an investee company (3,250,000) - Cash flows from operating activities (27,978,882) 396,084 Investing activities Increase in amounts due from companies in which certain directors have substantial financial interests (46,653) - (non-trade) Decrease in amounts due from shareholders (non-trade) 3,030 - Cash flows from investing activities (43,623) - Financing activities Proceeds from shareholders for subscription of shares 259,999 12,113,497 Subscription proceeds for unallotted shares received/ 3,000,033 (2,000,000) (refunded) Share placement fee paid (32,751) (540,000) Listing expenses paid (115,428) - Decrease in amounts due to companies in which certain (4,218) (305,096) directors have substantial financial interests (non-trade) Receipts from minority shareholders of subsidiary 96,136 - Cash flows from financing activities 3,203,771 9,268,401 Net (decrease)/increase in cash and cash equivalents (24,818,734) 9,664,485 Cash and cash equivalent at beginning of period 90,786,282 42,483,667 Cash and cash equivalents at end of the period 65,967,548 52,148,152 During the financial period ended 30 June 2007, there were the following non-cash transactions: • There was no stock dividend received from quoted equity investment (6 months ended 30 June 2006: US$417,537); and • No ordinary shares were issued and credited as fully paid (6 months ended 30 June 2006: 78,312 ordinary shares of no par value were issued and credited as fully paid at US$1.0738 each), in settlement of share placement fees payable by the Company. Symphony International Holdings Limited and its subsidiaries Notes to the Interim Financial Statements for the financial period from 1 January 2007 to 30 June 2007 These notes form an integral part of the financial statements. 1 REPORTING ENTITY Symphony International Holdings Limited (the 'Company') is a company domiciled in British Virgin Islands. The condensed consolidated interim financial statements of the Company as at and for the 6 months ended 30 June 2007 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 2006 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 International Financial Reporting Standard (IFRS) 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 2006. These condensed consolidated interim financial statements were approved by the Board of Directors on 29 August 2007. 3 SIGNIFICANT ACCOUNTING POLICIES 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 2006. 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 2006. 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 2006. 6 SEGMENTAL INFORMATION A segment is a distinguishable component of the Group that is engaged in providing services (business segment), or in providing services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments. The primary format, business segments, is based on the Group's management and internal reporting structure. The Group operates in one business segment comprising investment holding. Secondary reporting format - Geographical segment In presenting information on the basis of geographical segments, segment revenue, comprising dividend income from investments, is based on the geographical location of the underlying investment. Segment assets are based on the principal geographical location of the assets or the operations of the investee companies. Inter-segment pricing is determined on mutually agreed terms. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Segment capital expenditure is the total costs incurred during the year to acquire segment assets that are expected to be used for more than one period. Singapore Hong Kong Thailand Luxembourg Other Consolidated and Macau regions US$ US$ US$ US$ US$ US$ 6 months ended 30 June 2007 Total revenue - - 807,280 - - 807,280 6 months ended 30 June 2006 Total revenue - - 521,921 - - 521,921 As at 30 June 2007 Segment assets 39,377,709 11,232,483 67,899,532 20,663,343 1,618,297 140,791,364 Capital expenditure - - - - - - As at 31 December 2006 Segment assets 61,472,763 9,953,712 30,252,468 20,133,535 1,246,571 123,059,049 Capital expenditure - - - - - - 7 SEASONALITY OF OPERATIONS The Group's operations are not subject to seasonal fluctuations. 8 INCOME TAX EXPENSE 6 months ended 6 months ended 30 June 2007 30 June 2006 US$ US$ Foreign withholding tax 80,728 52,192 Income tax expense for the financial periods ended 30 June 2006 and 30 June 2007 represents foreign withholding tax suffered on the dividend income received during the period. No additional income tax charge has been recognised for the operating profit generated during the financial periods ended 30 June 2006 and 30 June 2007 due to non-taxability of foreign-sourced interest income derived by the Company. Deferred tax liabilities have not been recognised on temporary differences in respect of 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 considered a tax resident in Mauritius and is not subject to capital gains tax in Mauritius if certain conditions necessary to maintain its tax residency status are met. At the balance sheet date, the subsidiary has substantially met all the conditions necessary for maintaining its tax residency status in Mauritius. 9 EARNINGS PER SHARE 6 months ended 6 months ended 30 June 2007 30 June 2006 US$ US$ Basic earnings per share is based on: Net profit for the period attributable to 360,526 727,922 equity holders of the Company Number Number of shares of shares Weighted average number of shares: - Outstanding during the period 94,673,775 57,010,911 - Issued during the period 161,870 772,857 - Effects of bonus shares issued* 30,639,327 18,668,675 125,474,972 76,452,443 * For the purpose of computing basic earnings per share, the weighted average number of shares outstanding for each of the periods presented has been retrospectively adjusted to account for the bonus shares issued subsequent to 30 June 2007. There were no dilutive potential ordinary shares for the 6 months ended 30 June 2006 or 2007. 10 SIGNIFICANT RELATED PARTY TRANSACTIONS For the purposes of these 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 2007, no compensation was payable to key management personnel by the Group (6 months ended 30 June 2006: US$Nil). During the 6 months ended 30 June 2007, professional fee amounting to US$6,500 (6 months ended 30 June 2006: US$91,033) was paid to a director of the Company. During the 6 months ended 30 June 2007, management fee amounting to US$1,156,672 (6 months ended 30 June 2006: US$Nil) payable to companies in which certain directors have substantial financial interests pursuant to various share subscription agreements entered into with the shareholders of the Company, was recognised in the consolidated financial statements. Other related party transactions Other than as disclosed elsewhere in the financial statements, there were no other significant related party transactions during the 6 months ended 30 June 2007 (6 months ended 30 June 2006: Nil). 11 SUBSEQUENT EVENTS Initial Public Offering and Issue of New Shares and Warrants The Company was admitted to the Official List of the London Stock Exchange on 3 August 2007 under Chapter 14 of the Listing Manual. The proceeds from the Company's initial public offering ('IPO') amounted to US$190 million before issue expenses pursuant to which 190,000,000 new ordinary shares were issued in the IPO. In addition to these 190,000,000 ordinary shares, a further 53,381,316 ordinary shares were issued including the subscription of 13,175,796 ordinary shares by investors and the Company's investment manager, the issue of 33,076,311 bonus ordinary shares, and the issue of 7,129,209 ordinary shares to the Company's investment manager credited as fully paid raising the total number of issued shares to 338,259,976. On the same day, 108,565,365 warrants to subscribe for shares at US$1.25 per share, subject to adjustments, were also issued. Significant changes in the holdings after 30 June 2007 On 23 August 2007, a newly formed subsidiary company invested approximately US$29.9 million in the initial public offering of Parkway Life Real Estate Investment Trust ('P-REIT'). The P-REIT units, listed on the Main Board of the Singapore Exchange Securities Trading Limited, invests primarily in income producing healthcare and healthcare-related properties and real estate assets in the Asia-Pacific region. It is established and managed by Parkway Holdings Limited, one of Asia's premier, fully-integrated healthcare providers, with one of the largest networks of hospitals and healthcare services in the region. 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 This information is provided by RNS The company news service from the London Stock Exchange
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