Preliminary Results

RNS Number : 5905A

Symphony International Holdings Ltd

21 February 2014

 



21 February 2014

Symphony International Holdings Limited

Financial Results for the year ended 31 December 2013

Symphony International Holdings Limited (the "Company") announces results for the year ended 31 December 2013. The condensed consolidated financial statements of the Company and its subsidiaries has not been audited or reviewed by the auditors of the Company.

Introduction

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

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

As at 31 December 2013, the issued share capital of the Company was US$402.05 million (31 December 2012: US$402.05 million) consisting of 515,224,698 (31 December 2012: 515,224,698) ordinary shares.

Net Asset Value

The NAV attributable to the ordinary shares on 31 December 2013 was US$1.1759 per share. This represented a 0.6% decrease over the NAV per share of US$1.1836 at 31 December 2012.

Portfolio Overview

The following is an overview of the Company's portfolio:

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

At the end of the third quarter of 2013, MINT owned 33 hotels and managed 63 other hotels and serviced suites with over 11,900 rooms. In addition to owning hotels under the Four Seasons, St. Regis and Marriott brands, MINT owns and manages hotels under its own brand names that include Anantara, Oaks, Elwana, Avani and Per AQUUM in 14 countries.

As at 30 September 2013, MINT also owned and operated 1,464 restaurants (comprising 776 equity-owned outlets and 688 franchised outlets) under the brands The Pizza Company, Swensen's, Sizzler, Dairy Queen, Burger King, Beijing Riverside, Thai Express and The Coffee Club. Approximately two-thirds of these outlets are in Thailand with the remaining number in other Asian countries and the Middle East. MINT's operations also include contract manufacturing and an international lifestyle consumer brand distribution business in Thailand focusing on fashion, cosmetics through retail (256 outlets), wholesale and direct marketing channels under brands that include GAP, Esprit, Bossini, Red Earth, Tumi and Zwilling Henckels amongst others.

The Company had invested an aggregate of approximately US$74.0 million in MINT, through the acquisition of approximately 289.3 million ordinary shares (including the cost of the acquisition of approximately 98.5 million shares in Minor Corporation Public Company Limited that were exchanged for 112.3 million ordinary shares in MINT as part of a merger of the two entities in June 2009 and the exercise of warrants to subscribe to 17.5 million shares of MINT in April 2013) and the receipt of bonus shares of approximately 13.3 million and approximately 28.5 million in May 2008 and April 2012, respectively. As at 31 December 2013, the fair market value of the Company's investment in MINT was approximately US$208.6 million (31 December 2012: US$205.5 million), representing a change in value of approximately US$3.1 million for the year, which included an incremental investment related to the exercise of MINT warrants amounting to approximately US$7.1 million and a decline in fair value of approximately US$4.0 million.

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

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

The Company initially invested approximately US$78.3 million by way of an equity investment and interest bearing shareholder loan for its interest in Minuet. Since the initial investment by the Company, Minuet has received proceeds from rental income and partial land sales. In March 2013, the Company announced that Minuet had completed the sale of 17 rai (2.7 hectares) of land in Bangkok, Thailand. Excluding transaction expenses and foreign exchange translations, the sale price was 74.3% above Minuet's average land cost and 50.0% above the last transacted sale price in January 2012 where Minuet sold 69.2 rai (11.1 hectares) of land.

The Company received a distribution of US$4.7 million from Minuet following the sale of land in March 2013 and a further distribution of approximately US$113,000 in October 2013 related to proceeds from rental income on the land.  As at 31 December 2013, Minuet held approximately 390 rai (62 hectares) in Bangkok, Thailand. The Company's investment cost on the same date (net of shareholder loan repayments) was approximately US$61.7 million.The fair value of the Company's interest in Minuet as at 31 December 2013 was US$86.7 million (31 December 2012: US$91.2 million), which is based on an independent third party valuation of the land plus the net value of the other assets and liabilities of Minuet.

Parkway Life Real Estate Investment Trust ("P-REIT") is one of Asia's largest listed healthcare real estate investment trusts by asset size. It is listed on the Singapore Exchange. P-REIT was established by Parkway Holdings Limited to invest primarily in income-producing real estate and/or real estate-related assets in the Asia-Pacific region (including Japan and Singapore) that is/are used primarily for healthcare and/or healthcare-related purposes. As at 31 December 2013, P-REIT's total portfolio size stood at 44 properties with a value of approximately S$1.5 billion. P-REIT owns the leasehold to three Singapore hospitals, which are leased to Parkway Holdings Limited on long-term leases, and a mixture of leasehold and freehold ownership of 40 properties in Japan (comprising 39 nursing homes and one pharmaceutical manufacturing unit) and strata titled units/lots within Gleneagles Medical Centre, Kuala Lumpur, Malaysia. The Company holds 38.5 million units in P-REIT, which equates to a shareholding of approximately 6.36 per cent.

As at 31 December 2013, the Company invested approximately US$33.8 million (31 December 2012: US$33.8 million) in P-REIT units; the fair value on the same date was US$71.6 million (31 December 2012: US$67.1 million), representing an unrealised gain in value of approximately US$4.5 million for the year.

IHH Healthcare Berhad ("IHH") is one of the largest healthcare providers in the world by market capitalisation. Its portfolio of healthcare assets includes Parkway Holdings Limited, Pantai Holdings Berhad, International Medical University, Acibadem Saglik Yatirimlari Holding A.S. ("Acibadem") and a minority shareholding in Apollo Hospitals Enterprises Limited. IHH has a broad footprint of assets in Asia as well as Turkey, Abu Dhabi, Central and Eastern Europe that employ 24,000 people and operate over 5,000 licensed beds in 33 hospitals worldwide.

The Company invested US$50.1 million in February 2012 to acquire shares in Integrated Healthcare Hastaneler Turkey Sdn Bhd, which were subsequently converted into 56,203,299 shares of IHH at the time of IHH's IPO in July 2012. In March 2013, IHH announced it was successful with NWS Holdings Limited, a Hong Kong listed conglomerate, in a bid for a hospital site in Hong Kong. Ground breaking for the new hospital, which will be named Gleneagles Hong Kong Hospital, was announced on 10 January 2014. The hospital is expected to be operational in late 2016 and will have 500-beds. IHH is exploring a number of other opportunities in the region. At 31 December 2013 the fair value of the Company's investment in IHH was US$66.2 million (31 December 2012: US$61.9 million), representing an unrealised gain in value of approximately US$4.3 million for the year.

Desaru property joint venture in Malaysia ("Desaru") - The Company has a 49% interest in redeemable preference shares in a property joint venture in Malaysia with an affiliate of Destination Resorts and Hotels Sdn Bhd, a hotel and destination resort investment subsidiary of Khazanah Nasional Berhad, the investment arm of the Government of Malaysia. The joint venture is developing a beachfront country club and private villas on the south-eastern coast of Malaysia that will be branded and managed by Amanresorts.

The Company invested approximately US$29.0 million in January 2012 for its interest in Desaru. Based on an independent third party valuation of the land plus the net value of the other assets and liabilities of Desaru, the investment was valued at US$29.4 million at 31 December 2013 (31 December 2012: US$29.4 million).

SG Land Co. Ltd("SG Land") is a joint venture company that 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. The Company holds a 49.9% interest in the venture.

The value of SG Land as at 31 December 2013was US$16.2 million (31 December 2012: US$17.2 million), which is based on an independent third party valuation of the buildings plus the net value of the other assets and liabilities of SG Land. The change in value is predominantly due to a weakening of the Thai baht during the year and a reduced term of the lease on the buildings.

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

C Larsen Singapore Pte Limited ("C Larsen") is an importer and distributor of high-end U.S. and European furniture brands that include Christian Liaigre, Martha Stewart, Barbara Barry, Baker, Herman Miller, Minotti and Thomasville. The market served by this business is primarily Thailand, but the intention is to grow the business gradually into other parts of Asia.

AFC Network Private Limited ("AFC") is 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, Thailand, South Korea and the Philippines. The Company announced on 15 April 2013 that it completed the sale of its interest in AFC. The gross sale price was approximately 94% above Symphony's cost.

Maison Takuya ("MT") is a luxury hand crafted leather accessories brand that produces and markets its luxury leather products globally. MT distributes through over 60 retailers in nine countries such as the United States, France, Australia Switzerland, Japan, Thailand and Singapore. The Company completed an investment in MT in January 2012 and made four incremental investments between August 2012 and July 2013.

Principal Risks and Uncertainties

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

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

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

The Company's organisational, ownership and investment structure may create certain conflicts of interests (for example in respect of the directorships, shareholdings or interests, including in portfolio companies that some of the Directors and members of the Company's investment management team may have). In addition, neither the Investment Manager nor any of its affiliates owes the Company's shareholders any fiduciary duties under the investment management and advisory agreement between, inter alia, the Company and the Investment Manager dated 10 July 2007 (the "Investment Management and Advisory Agreement"). The Company cannot assume that any of the foregoing will not result in a conflict of interest that will have a material adverse effect on the business, financial condition and results of operations.

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

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

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

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

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

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

The Company's investment policies contain no requirements for investment diversification and its investments could therefore be concentrated in a relatively small number of portfolio companies in the HH&L sectors (including branded real estate developments) within the Asia-Pacific region.

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

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

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

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

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

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

 Symphony International Holdings Limited and its subsidiaries

Unaudited condensed consolidated statement of financial position

As at 31 December 2013

	Note	31 December 2013	31 December 2012
		US$'000	US$'000
Non-current assets
Interests in associates and joint ventures	6	147,089	164,196
Financial assets at fair value through profit or loss	7	346,422	334,555
Other receivables and prepayments		-	1,086
		493,511	499,837
Current assets
Other receivables and prepayments		3,096	1,666
Cash and cash equivalents		127,116	126,037
		130,212	127,703
Total assets		623,723	627,540
Equity attributable to equity holders of the Company
Share capital		402,054	402,054
Reserves		57,311	67,568
Accumulated profits		146,509	140,185
		605,874	609,807
Non-controlling interest		-	4
Total equity		605,874	609,811
Non-current liabilities
Interest-bearing borrowings (secured)		152	600
Deferred tax liabilities		1,443	793
		1,595	1,393
Current liabilities
Interest-bearing borrowings (secured)		5,740	6,862
Other payables		10,453	9,403
Current tax payable		61	71
		16,254	16,336
Total liabilities		17,849	17,729
Total equity and liabilities		623,723	627,540

Symphony International Holdings Limited and its subsidiaries

Unaudited condensed consolidated statement of comprehensive income

for the financial year ended 31 December 2013

	Note	31 December 2013	31 December 2012
		US$'000	US$'000
Revenue		6,683	5,342
Other operating income		16,242	17,623
Other operating expenses		(2,994)	(2,459)
Management fees		(14,901)	(9,920)
		5,030	10,586
Management shares expense		-	(203)
Share options expense		(7,080)	(3,428)
(Loss)/Profit before investment results and income tax		(2,050)	6,955
Gain on disposal of investment properties		-	215
Gain on disposal of investments in joint ventures		4,998	-
Fair value changes in financial assets at fair value through profit or loss	7	11,565	123,396
Fair value changes in investments in associates and joint ventures		(5,282)	(10,015)
Profit before income tax		9,231	120,551
Income tax expense	9	(2,911)	(2,211)
Profit for the year		6,320	118,340
Other comprehensive income:
Foreign currency translation differences in relation to financial statements of foreign operations		(17,337)	6,074
Other comprehensive income for the year, net of tax		(17,337)	6,074
Total comprehensive income for the year		(11,017)	124,414
Profit attributable to:
Equity holders of the Company		6,324	118,326
Non-controlling interest		(4)	14
Profit for the year		6,320	118,340
Total comprehensive income attributable to:
Equity holders of the Company		(11,013)	124,400
Non-controlling interest		(4)	14
Total comprehensive income for the year		(11,017)	124,414
Earnings per share:		US Cents	US Cents
Basic	10	1.23	30.83
Diluted		1.21	30.25

Symphony International Holdings Limited and its subsidiaries

Unaudited condensed consolidated statement of changes in equity

for the financial year ended 31 December 2013

	Share capital	Equity compensation reserve	Foreign currency translation reserve	Accumulated profits	Total attributable to owners of the Company	Non- controlling interests	Total equity
	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000
At 1 January 2012	306,975	51,148	8,776	21,859	388,758	238	388,996
Issue of ordinary shares	95,079	(2,061)	-	-	93,018	-	93,018
Value of services received for issue of management shares	-	203	-	-	203	-	203
Value of services received for issue of share options	-	3,428	-	-	3,428	-	3,428
Dividend paid	-	-	-	-	-	(248)	(248)
Total comprehensive income for the year	-	-	6,074	118,326	124,400	14	124,414
At 30 December 2012	402,054	52,718	14,850	140,185	609,807	4	609,811
At 1 January 2013	402,054	52,718	14,850	140,185	609,807	4	609,811
Value of services received for issue of share options	-	7,080	-	-	7,080	-	7,080
Total comprehensive income for the year	-	-	(17,337)	6,324	(11,013)	(4)	(11,017)
At 31 December 2013	402,054	59,798	(2,487)	146,509	605,874	-	605,874

Symphony International Holdings Limited and its subsidiaries

Unaudited condensed consolidated statement of cash flows

for the financial year ended 31 December 2013

		31 December 2013	31 December 2012
		US$'000	US$'000
Cash flows from operating activities
Profit before income tax		9,231	120,551
Adjustments for:
Exchange differences		(1,658)	(1,896)
Dividend income		(6,683)	(5,342)
Interest income		(12,034)	(12,199)
Interest expense		86	103
Gain on disposal of investments in joint ventures		(4,998)	-
Gain on disposal of investment properties		-	(215)
Fair value changes in investments in associates and joint ventures		5,282	10,015
Fair value changes in financial assets at fair value through profit or loss		(11,565)	(123,396)
Non-recoverable debts		1,240	-
Management shares expense		-	203
Share options expense		7,080	3,428
		(14,019)	(8,748)
Changes in working capital:
Decrease in other receivables and prepayments		19	68
Increase/(Decrease) in other payables and accrued operating expenses		144	(81)
(Decrease)/Increase in amount due to investment manager		(56)	46
Cash used in operations		(13,912)	(8,715)
Dividend received (net of withholding tax)		6,347	4,191
Interest received (net of withholding tax)		988	278
Income taxes paid		(152)	(94)
Net used in operating activities		(6,729)	(4,340)
Cash flows from investing activities
Purchase of financial assets at fair value through profit or loss		(7,070)	(53,626)
Receipt from disposal of investments in joint ventures		9,182	-
Receipt from disposal of investment properties		-	9,737
Receipt from disposal of financial assets at fair value through profit or loss		-	2,736
Loans to associates and joint ventures		(812)	(8,037)
Investments in associates and joint ventures		(605)	(32,479)
Repayment of loans by associates and joint ventures		7,624	13,604
Net cash from/(used in) investing activities		8,319	(68,065)
Balance carried forward		1,590	(72,405)

Symphony International Holdings Limited and its subsidiaries

Unaudited condensed consolidated statement of cash flows

for the financial year ended 31 December 2013

Consolidated statement of cash flows (cont'd) Financial year ended 31 December 2013
		31 December 2013	31 December 2012
		US$'000	US$'000
Balance brought forward		1,590	(72,405)
Cash flows from financing activities
Interest paid		(84)	(103)
Dividend paid to non-controlling interest		-	(248)
Repayment of loans and disbursements to non-controlling interest		-	(504)
Repayment of borrowings		(407)	(379)
Receipt from bank loans		34	6,452
Net proceeds from issue of share capital		-	93,018
Net cash (used in)/from financing activities		(457)	98,236
Net increase in cash and cash equivalents		1,133	25,831
Cash and cash equivalents at 1 January		126,037	100,118
Effect of exchange rate fluctuations		(54)	88
Cash and cash equivalents at 31 December		127,116	126,037

Symphony International Holdings Limited and its subsidiaries

Notes to the unaudited condensed consolidated financial statements

for the financial year ended 31 December 2013

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

1       REPORTING ENTITY

Symphony International Holdings Limited (the "Company") is a company domiciled in the British Virgin Islands. The unaudited condensed consolidated financial statements of the Company as at and for year ended 31 December 2013 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 2012 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 unaudited condensed consolidated financial statements 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 2012.

These unaudited condensed consolidated financial statements were approved by the Board of Directors on [25 February 2014].

3       SIGNIFICANT ACCOUNTING POLICIES

The accounting policies applied by the Group in these unaudited condensed consolidated 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 2012.

4       Estimates

The preparation of unaudited condensed consolidated 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 unaudited condensed consolidated 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 2012.

5       FINANCIAL RISK MANAGEMENT

The Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 31 December 2012.

interests in joint ventures

On 21 May 2013 and 9 July 2013, the Group extended interest bearing convertible loans related to its investment in Maison Takuya.  The investments are less than 2 per cent of NAV.

On 15 April 2013, the Group announced that it completed the sale of its interest in AFC Network Private Limited.

6       Financial assets at fair value through profit or loss

During the year ended 31 December 2013, the Group recognised a gain in financial assets at fair value through profit or loss of US$11,565,000. The fair value gain comprised an appreciation during the period related to units and shares held in Parkway Life Real Estate Investment Trust and IHH Healthcare Berhad of US$6,785,000 and US$8,789,000, respectively, which was partially offset by a decline in fair value through profit or loss in shares held in Minor International Public Company Limited ("MINT") of US$4,009,000.

On 2 April 2013, Symphony exercised 15,893,753 warrants to subscribe to shares in MINT with a conversion ratio of 1.1 shares for each warrant at a strike price of 11.818 Thai baht. The consideration for exercising the warrants was US$7.1 million, which resulted in Symphony receiving 17.5 million shares in MINT.

7       financial instruments

Carrying amounts versus fair values

The fair values of financial assets and financial liabilities, together with the carrying amounts in the unaudited condensed consolidated statement of financial position, are as follows.

	Fair value through profit or loss	Loans and receivables	Other financial liabilities	Total carrying amount	Fair value
	US$'000	US$'000	US$'000	US$'000	US$'000
31 December 2013
Interests in associates/joint ventures	147,089	-	-	147,089	147,089
Financial assets at fair value through profit or loss	346,422	-	-	346,422	346,422
Other receivables and prepayments	-	3,096	-	3,096	3,096
Cash and cash equivalents	-	127,116	-	127,116	127,116
	493,511	130,212	-	623,723	623,723
Other payables	-	-	10,453	10,453	10,453
Interest-bearing borrowings (secured)	-	-	5,892	5,892	5,892
	-	-	16,345	16,345	16,345

Fair value hierarchy for financial instruments

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

·     Level 1:      quoted prices (unadjusted) in active markets for identical assets or liabilities;

·    Level 2:      inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);

·    Level 3:      inputs for the asset or liability that are not based on observable market data (unobservable inputs).

	Level 1	Level 2	Level 3	Total
	US$'000	US$'000	US$'000	US$'000
31 December 2013
Financial assets at fair value through profit or loss (non-current)	346,422	-	-	346,422
Investments in associates/ joint ventures	-	-	147,089	147,089
	346,422	-	147,089	493,511

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

	‹------ 31 December 2013 -----›
	Effect on profit or loss
	Favourable	(Unfavourable)
	US$'000	US$'000
Level 3 assets	23,353	(15,869)

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

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

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

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

8       INCOME TAX EXPENSE

		31 December 2013	31 December 2012
		US$'000	US$'000
Current year
Foreign withholding tax		2,010	2,023
Income tax expense		151	126
Over provision in prior year		-	(62)
Deferred tax expense		750	124
		2,911	2,211

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 financial assets at fair value through profit or loss. Under the double taxation treaty between Thailand, the country in which the financial assets are located, and Mauritius, the country of incorporation of the subsidiary which holds these 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.

9       earnings PER SHARE

		2013	2012
		US$'000	US$'000
Basic and diluted earnings per share are based on:
Net profit for the year attributable to ordinary shareholders		6,324	118,326

Basic earnings per share

		2013	2012
-   Issued ordinary shares at 1 January		515,224,698	346,498,956
-   Effect of rights issue shares		-	36,911,606
-   Effect of Management Shares issued		-	393,940
Weighted average number of shares		515,224,698	383,804,502

The comparative weighted average number of shares has been adjusted for the effect of the bonus element of the rights issue in the year.

Diluted earnings per share

		2013	2012
Weighted average number of shares (basic)		515,224,698	383,804,502
Effect of share options		8,337,744	7,359,015
Weighted average number of shares (diluted)		523,562,442	391,163,517

As at 31 December 2013 and 2012, contingently issuable 111,855,210 warrants and 82,782,691 share options were excluded from diluted weighted average number of shares calculation as their effect would have been anti-dilutive.

10     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.

Healthcare                                     Includes investments in Parkway Life Real Estate Investment Trust and IHH Healthcare Berhad

Hospitality                                      Includes investment in Minor International Public Company Limited

Lifestyle                                        Includes investments in C Larsen (Singapore) Pte Ltd., AFC Network Private Limited (which was divested in April 2013) and Privée Holdings Pte. Ltd. (Maison Takuya)

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

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

Information on reportable segments

	Healthcare	Hospitality	Lifestyle	Lifestyle/ real estate	Cash and temporary investments	Consolidated
	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000
31 December 2013
Investment income
-  Dividend income	3,275	3,367	-	41	-	6,683
-  Interest income	16	-	62	11,137	819	12,034
-  Exchange gain	-	(1)	-	151	679	829
-  Realised gain	-	-	4,998	-	-	4,998
-  Unrealised gain in profit or loss	15,574	-	-	4,456	-	20,030
Other income	-	-	-	3,232	147	3,379
	18,865	3,366	5,060	19,017	1,645	47,953
Investment loss
-  Unrealised loss in profit or loss	-	(4,009)	(5,459)	(4,279)	-	(13,747)
-  Income tax expense	-	(337)	(2)	(2,421)	(151)	(2,911)
	-	(4,346)	(5,461)	(6,700)	(151)	(16,658)
Net investment results	18,865	(980)	(401)	12,317	1,494	31,295
31 December 2012
Investment income
-  Dividend income	3,040	2,302	-	-	-	5,342
-  Interest income	16	-	30	11,926	227	12,199
-  Exchange gain	2,034	-	-	-	3,390	5,424
-  Realised gain	-	-	-	215	43	258
-  Unrealised gain in profit or loss	20,722	102,631	-	781	-	124,134
	25,812	104,933	30	12,922	3,660	147,357
Investment loss
-  Unrealised loss in profit or loss	-	-	(2,632)	(8,164)	-	(10,796)
Income tax expense	-	(230)	(3)	(1,913)	(65)	(2,211)
	-	(230)	(2,635)	(10,077)	(65)	(13,007)
Net investment results	25,812	104,703	(2,605)	2,845	3,595	134,350
	Healthcare	Hospitality	Lifestyle	Lifestyle/ real estate	Cash and temporary investments	Consolidated
	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000
31 December 2013
Segment assets	137,836	208,587	6,263	143,813	127,116	623,615
Segment liabilities	-	-	16	17,398	-	17,414
31 December 2012
Segment assets	129,230	205,525	16,438	150,167	126,037	627,397
Segment liabilities	-	-	-	17,368	361	17,729

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.

Reconciliations of reportable segment profit or loss and assets

		31 December 2013	31 December 2012
		US$'000	US$'000
Profit or loss
Net investments results		31,295	134,350
Unallocated amounts:
-   Other corporate expenses		(24,975)	(16,010)
Consolidated profit for the period		6,320	118,340
Assets
Total assets for reportable segments		623,615	627,397
Other assets		108	143
Consolidated total assets		623,723	627,540

11     Significant Related Party Transactions

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 31 December 2013, directors' fees amounting to US$367,671 (31 December 2012: US$300,000) were declared as payable to certain directors of the Company. The remaining two directors of the Company are also directors of the Investment Manager which provides management and administrative services to the Group on an exclusive and discretionary basis.  No remuneration has been paid to these two directors as the cost of their services form part of the Investment Manager's remuneration.

Other related party transactions

On 10 July 2007, the Company entered into an Investment Management and Advisory Agreement with Symphony Investment Managers Limited (the Investment Manager) pursuant to which the Investment Manager will provide investment management and advisory services exclusively to the Group.  The key persons of the management team of the Investment Manager comprise certain key management personnel engaged by the Investment Manager pursuant to arrangements agreed between the parties.  They will (subject to certain existing commitments) devote substantially all of their business time as employees, and on behalf of the Investment Management Group, to assist the Investment Manager in its fulfilment of the investment objectives of the Company and be involved in the management of the business activities of the Investment Management Group. Pursuant to the Investment Management and Advisory Agreement, the Investment Manager is entitled to the following forms of remuneration for the investment management and advisory services rendered.

a.   Management fees

Management fees of 2.25% per annum of the consolidated net asset value, payable quarterly in advance on the first day of each quarter, based on the consolidated net asset value of the previous quarter end.  The management fees payable will be subject to a minimum amount of US$8 million per annum and a maximum amount of US$15 million per annum;

In 2013, Management fees amounting to US$14,900,967 (2012: US$9,920,687) paid to the Investment Manager, respectively, have been recognised in the unaudited condensed consolidated financial statements.

b.   Management shares

Management shares of up to an aggregate amount equal to 5% of the then enlarged share capital of the Company immediately following the issue of such shares (excluding 7,129,209 Management Shares held by the Investment Manager prior to the admission of the shares of the Company to the official list of the London Stock Exchange (the Pre-admission Management Shares)).  Up to 20% of the Management Shares will become eligible for issue at the first quarter end following each anniversary of the admission of the shares.  In addition, on the issuance of shares pursuant to the exercise of warrants, additional Management Shares will be granted to the Investment Manager in order to maintain the proportion of the share capital held by the Investment Manager.  The total number of Management Shares to be issued will not exceed 5% of the increase in the issued share capital of the Company as a result of the exercise of warrants (including the Management Shares thus issued but excluding the Pre-admission Management Shares).

In determining the maximum number of Management Shares which may be issued, consideration will be made with respect to the consolidated net asset value as at the relevant quarter end, such that after taking into account the proposed issuance of Management Shares, the consolidated net asset value per share does not decrease below the Company's initial public offering price of US$1.00 per share.

As at 31 December 2013, an aggregate of 10,298,725 Management Shares have been issued, credited as fully paid to the Investment Manager, including 2,059,745 Management Shares issued on 23 October 2012.  Management Share expense amounting to US$202,576 have been recognised in the unaudited condensed consolidated profit or loss in 2012.

c.   Share options

Share options to subscribe for ordinary shares of the Company.  On 3 August 2008 (deferred from 3 August 2007 which was the date the share options were to be granted to the Investment Manager when the shares of the Company was admitted to the official list of the London Stock Exchange), 82,782,691 share options were granted to the Investment Manager at an exercise price equal to the initial public offering price of US$1.00 per share.  The Investment Manager has the right to be granted share options such that the number of shares represented by the options will be equal to 20% of the then enlarged share capital (excluding the Management Shares (which, for the purpose of this calculation includes the Pre-admission Management Shares) and assuming the exercise of all the then outstanding share options) at any given time subject to certain adjustments.  In addition, the Investment Manager will be granted additional options to subscribe for shares, currently at an exercise price of US$1.25 per share, on the issuance of shares pursuant to the exercise of warrants. 

The share options vest in 5 equal tranches over a period of 5 years beginning from the first anniversary of the date of grant, and will expire on the tenth anniversary of the date of grant.

The aforesaid 82,782,691 share options vested on 3 August 2008, 2009, 2010, 2011 and 2012 respectively.  As at 31 December 2013, none of the share options were exercised.

The Company completed a rights issue of shares in October 2012.  As a result of the change to the share capital of the Company, 41,666,500 rights issue related share options were granted to the Investment Manager on 22 October 2012.  The rights issue related share options have an exercise price of US$0.60 per share, being the issue price per share of the rights issue.

The rights issue was an event which triggered adjustment clauses under the terms of the share options granted on 3 August 2008 (i.e. 82,782,691 share options). However, the Investment Manager waived its entitlement to such adjustments of these share options, and the Company agreed that these share option terms will remain unadjusted. Had the adjustments been accepted by the Investment Manager, the aggregate number and the exercise price of the adjusted share options would have been 85,291,257 and US$0.98, respectively.

Share options expenses amounting to US$7,080,429 (2012: US$3,427,876) have been recognised in the unaudited condensed consolidated financial statements.

In the event that a dividend is declared, the holders of outstanding share options will be paid an amount equivalent to the amount which would have been paid as if all share options that have been granted, whether vested or otherwise, have been exercised.  At least 50% of such amount will have to be applied towards the exercise of the outstanding share options based on the lower of the total number of vested share options held at the date of the dividend declaration and the number of vested share options held at the date of the dividend declaration which can be exercised with such amount.

12     commitments

In September 2008, the Group entered into a loan agreement with a joint venture to grant loans totalling THB140 million (US$4.3 million equivalent at 31 December 2013) to the latter in accordance with the terms as set out therein.  As at 31 December 2013, THB120 million (U$3.7 million equivalent at 31 December 2013) has been drawdown by the joint venture.  The Group is committed to grant the remaining loan amounting to THB20 million (US$0.6 million equivalent at 31 December 2013) to the joint venture, subject to terms set out in the agreement.

13     contingent liabilities

A subsidiary of the Company and a joint venture partner have entered into a banking facility under which both parties are jointly and severally liable for all amounts owing by the borrowers to a bank.  The borrowings have been drawn down and advanced to a joint venture as part of the shareholders' loans. As at 31 December 2013, total outstanding loans amounted to THB36,694,715 (equivalent to US$1,121,991) (2012: THB61,823,073, equivalent to US$2,021,022), of which THB 18,347,357 (equivalent to US$560,995) (2012: THB30,911,536, equivalent to US$1,010,511) have been recognised as financial liabilities by the Group.

 

END

 

 

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