Potential Investment

RNS Number : 6128D

Symphony International Holdings Ltd

30 January 2015

 

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

30 January 2015

Symphony International Holdings Ltd (the "Company" or "Symphony")

Symphony (LSE: SIHL), a leading investor in consumer-related businesses, primarily in the healthcare, hospitality, lifestyle and branded real estate sectors in the Asia-Pacific region, confirms that it is currently in on-going negotiations with SMEC Holdings Limited ("SMEC") in regards to a possible minority investment by the Company in SMEC.

The investment remains subject to the completion of due diligence and agreement on the commercial terms and documentation.

An announcement made by SMEC on 29 January 2015 is reproduced below.

SMEC HOLDINGS LIMITED

ACN 057 274 049

NOTICE TO SHAREHOLDERS

HEADS OF AGREEMENT SIGNED WITH A STRATEGIC INVESTOR

The Board is pleased to announce that it has signed a non-binding Heads of Agreement (HOA) with Symphony Asia Holdings Pte. Ltd. (SAHPL), which would potentially allow Symphony International Holdings Limited (SIHL) to make a capital investment of A$30 million into SMEC Holdings Limited (SMEC).

At the Annual General Meeting in November 2014, the Chairman of the Board, Mr Peter Busbridge, outlined the Groups '2020 Vision' and the funding that would be required to achieve that vision. In short, the 2020 Vision embodies the Board's aspirational goal to achieve annual turnover of $2b by the year 2020. The Boards intention is to use these funds to facilitate acquisitions and organic growth to progress towards the 2020 Vision.

The potential investment by SIHL is subject to due diligence, documentation and other conditions precedent which will require further negotiation by the parties, as well as SMEC shareholder approval. SMEC has granted SIHL a period of exclusivity to conclude negotiations and due diligence.

The investment initially takes the form of issuing converting preference shares (CPS). These CPS will carry all rights attributable to SMEC Ordinary Shares on a 1:1 basis, other than for winding up and dividends (coupon payment) where they shall have preference.

The CPS will be converted to ordinary equity in October 2016 based on a formula which uses the actual EBITDA achieved during the financial years ended 30 June 2015 and 30 June 2016. The number of shares issued will be capped such that SIHL's interest does not exceed 19.9%. In the event the formula results in a number of shares such that SIHL's interest exceeds 19.9%, the excess will be paid by SMEC to SIHL in cash.

More detailed information will be provided to shareholders prior to seeking shareholders' approval at an extraordinary general meeting, assuming the transaction proceeds.

Cornerstone Investor

In addition to achieving the Boards short term funding aims, the SIHL relationship fulfils the Boards desire to secure a 'cornerstone investor' prior to preparing for an Initial Public Offer (IPO).

As shareholders will be aware, an IPO has always been part of the Boards strategic aims and forms a large part of the funding strategy that will be required to meet SMEC's 2020 Vision.

The Board is confident that the SIHL team fits well with SMEC's culture and that SIHL is generally supportive of the Board's short and longer term strategic aims and objectives.

It will be the Board's intention to invite a representative from SIHL to join the Board as an additional Director.

Peter Busbridge

Chairman of the Board

SMEC Holdings Limited

29 January 2015

Background on Symphony International Holdings Limited

Symphony International Holdings Limited (SIHL) is listed on the London Stock Exchange and trades under the ticker symbol: SIHL.

SIHL is a sophisticated investment house that provides its investors opportunities to gain exposure to the Asian region's rapidly expanding markets by investing in companies in particular high-growth sectors - primarily healthcare, hospitality, lifestyle and branded real estate - which will benefit from the rising disposable incomes of Asia's increasing, and increasingly aspirational, population.

The SIHL business is structured as a 'permanent capital vehicle' which enables it to take longer term investment views. In contrast to traditional private equity funds, SIHL's decisions on investing and divesting are not, therefore, influenced by restricted life-cycles.

Typically, SIHL invests in transactions that involve growth capital for later-stage development and expansion, management buy-outs/buy-ins, restructurings and special situations. Where they see a special opportunity, they may also invest a smaller portion of their investment capital in earlier-stage businesses.

Symphony Asia Limited

Sunil Chandiramani                               [phone]

FTI Consulting

Neil Doyle/ Ed Berry 
                         [phone]/1046

About Symphony International Holdings

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

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.

End of Announcement

 

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