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
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