REG - Symphony Int Hdgs - Interim Financial Results
26/09/2023 07:00
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RNS Number : 5793N Symphony International Holdings Ltd 26 September 2023
Not for Distribution, directly or indirectly, in or into the United States or
any jurisdiction in which such distribution would be unlawful.
26 September 2023
Symphony International Holdings Limited
Interim Financial Results for the six-month period ended 30 June 2023
Symphony International Holdings Limited ("SIHL", the "Company" or "Symphony")
announces the interim results for the six months ended 30 June 2023. The
condensed interim financial statements of the Company and its subsidiaries
have been prepared in accordance with IAS 34 Interim Financial Reporting and
have not been audited or reviewed by the auditors of the Company.
Introduction
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 Company ("NAV") calculated in accordance with
the Company's policies through strategic longer-term investments in
consumer-related businesses, primarily in the healthcare, hospitality,
lifestyle (including branded real estate developments), logistics and
education sectors, 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.
Symphony's Investment Manager is Symphony Asia Holdings Pte. Ltd. (the
"Investment Manager" or "SAHPL"). The Company has entered into an Investment
Management Agreement with the Investment Manager. SAHPL's licence for carrying
on fund management in Singapore is restricted to serving only accredited
investors and/or institutional investors. Symphony is an accredited investor.
As at 30 June 2023, the issued share capital of the Company was US$409.70
million (31 December 2022: US$409.70 million) consisting of 513,366,198 (31
December 2022: 513,366,198) ordinary shares.
Net Asset Value
Symphony's NAV is the sum of its cash and cash equivalents, temporary
investments, the fair value of unrealised investments (including investments
in subsidiaries, associates and joint ventures) and any other assets, less any
other liabilities. The unaudited financial statements contained herein may
not account for the fair value of certain unrealised investments.
Accordingly, Symphony's NAV may not be comparable to the net asset value in
the unaudited financial statements. The primary measure of SIHL's financial
performance and the performance of its subsidiaries will be the change in
Symphony's NAV per share resulting from changes in the fair value of
investments.
The NAV attributable to the ordinary shares on 30 June 2023 was US$0.79 (30
June 2022: US$0.94) per share. This represented a 18.74% decrease over the NAV
per share of US$0.97 at 31 December 2022. The change in NAV from 31 December
2022 to 30 June 2023 is due to (i) a decrease in the value of an unlisted
investment in the logistics sector due to a slowdown in global trade and (ii)
dividends payable following a dividend announcement on 29 June 2023, which
were
partially offset by other movements in the value of investments and proceeds
received from partial realisations and dividends.
Portfolio Overview
The following is an overview of the Company's portfolio as at 30 June 2023:
HOSPITALITY
Minor International Public Company Limited ("MINT") is a global company
focused on three core businesses: hospitality, restaurants and lifestyle
brands distribution. MINT is a hotel owner, operator and investor with a
portfolio of over 530 hotels under the Anantara, Avani, Oaks, Tivoli, NH
Collection, NH, nhow, Elewana, Marriott, Four Seasons, St. Regis and Radisson
Blu brands in 55 countries across Asia Pacific, the Middle East, Africa, the
Indian Ocean, Europe, South and North America. MINT is also one of Asia's
largest restaurant companies with over 2,500 outlets system-wide in 23
countries under The Pizza Company, The Coffee Club, Riverside, Benihana, Thai
Express, Bonchon, Swensen's, Sizzler, Dairy Queen, Burger King, Coffee Journey
and GAGA brands. MINT is one of Thailand's largest distributors of lifestyle
brands and contract manufacturers. Its brands include Anello, BergHOFF,
Bossini, Charles & Keith, Joseph Joseph, Zwilling J.A. Henckels and Minor
Smart Kids.
As at 30 June 2023, the Company's gross cost in MINT was approximately
US$82.82 million (31 December 2022: US$82.82 million). The net cost on the
same date, after deducting partial realisations and dividends received was
(US$243.37 million) (31 December 2022: (US$234.50 million)). The negative net
investment cost is due to the proceeds from partial realisations and dividends
being in excess of cost for this investment.
As at 30 June 2023, the market value of the Company's investment in MINT was
US$59.46 million (31 December 2022: US$65.67 million). The change in value
since 31 December 2022 is due to (i) the sale of 6.30 million shares and 9.99
million warrants that cumulatively generated net proceeds of US$8.86 million
and (ii) a depreciation in the onshore Thai baht rate by 2.46%, which was
partially offset by an increase in the share price of MINT by 6.20% during the
same period.
HEALTHCARE
ASG Hospital Private Limited ("ASG") is a full-service eye-healthcare
provider with operations in India, Africa, and Nepal. ASG was co-founded
in Rajasthan, India in 2005 by Dr. Arun Singhvi and Dr. Shilpi Gang. ASG's
operations have since grown to 145 clinics, which offer a full range of
eye-healthcare services, including outpatient consultation and a full suite of
inpatient procedures (cataract, retina surgeries, Lasik, glaucoma, cornea and
other complicated eye surgeries). ASG also operates an optical and pharmacy
business, which is located within clinics. Symphony invested in ASG in
tranches from October 2019 through to July 2020 and subsequently acquired
secondary shares in October 2021. In 2022, Symphony sold approximately a third
of its shares at 2.4 times its cost of shares sold. Symphony held an 8.62%
interest in ASG as at 30 June 2023.
Symphony's gross and net investment cost in ASG was US$20.67 million and
US$3.65 million at 30 June 2023 (31 December 2022: US$20.67 million and
US$3.65 million), respectively. The fair value of Symphony's investment at 30
June 2023 was US$31.04 million (31 December 2022: US$28.33 million). The
difference in value is due to changes in certain assumptions used in the
valuation for this investment.
Soothe Healthcare Pvt. Ltd. ("Soothe") was founded in 2012 and operates within
the fast-growing consumer healthcare products market segment in India. With
growing disposable income, the demand for consumer healthcare products is
expected to grow rapidly over the coming decades. Soothe's core product
portfolio includes feminine hygiene and diaper products. Symphony completed an
initial equity investment in Soothe in August 2019 and subsequently made
investments through convertible notes and securities from 2020 to 2023.
Symphony's gross and net investment cost in Soothe was US$13.42 million at 30
June 2023 (31 December 2022: US$12.75 million). During the six-month period
ended 30 June 2023, Symphony subscribed to new securities at a cost of US$0.67
million, which formed part of a larger capital raising. The fair value of
Symphony's investment at 30 June 2023 was US$19.54 million, which compares to
US$23.38 million at 31 December 2022. The difference in value is due to
changes in certain assumptions used in the valuation for this investment.
LIFESTYLE
The Liaigre Group ("Liaigre") was founded in 1985 in Paris and is a brand
synonymous with discreet luxury, and has become one of the most sought-after
luxury furniture brands, renowned for its minimalistic design style. Liaigre
has a strong intellectual property portfolio and provides a range of bespoke
furniture, lighting, fabric & leather, and accessories. In addition to
operating a network of 24 showrooms across Europe, the US and Asia, Liaigre
undertakes exclusive interior architecture projects for select yachts, hotels,
and restaurants and private residences.
Symphony's gross investment cost in Liaigre was US$79.68 million at 30 June
2023 (31 December 2022: US$79.68 million). The net cost on the same date,
after deducting partial realisations, was US$67.63 million (31 December 2022:
US$67.63 million). The fair value of Symphony's investment at 30 June 2023 was
US$43.5 million (31 December 2022: US$41.86 million). The change in fair value
from 31 December 2022 is due to a decrease in trailing earnings before
interest, tax, depreciation and amortisation ("EBITDA"), which was more than
offset by an increase in comparable company multiples used to value the
business.
CHANINTR ("Chanintr") Chanintr is a luxury lifestyle company, based in
Thailand, which primarily distributes high-end U.S. and European furniture and
household accessory brands, including Liaigre, Barbara Barry, Baker, Herman
Miller, Marquee, Minotti, Bulthaup kitchens amongst others. Chanintr also
provides Furniture, Fixtures & Equipment solutions for real estate and
hotel projects. In 2019, Chanintr launched a new program called Chanintr
Residences which will showcase custom-designed luxury residences as turnkey
projects.
Wine Connection Group ("WCG") is Southeast Asia's leading wine themed Food
and Beverage chain with outlets in Singapore and Thailand. Founded in 1998,
WCG has developed an expertise in offering affordable, high quality and
exclusive wines from around the world through owned F&B outlets. Symphony
invested in WCG in 2014.
The sale of this business has been completed and work is ongoing to determine
whether conditions for incremental contingent sale proceeds have been met.
LIFESTYLE/REAL ESTATE
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.
As at 30 June 2023, Minuet held approximately 186.75 rai (29.88 hectares) of
land in Bangkok, Thailand.
The Company initially invested approximately US$78.30 million by way of an
equity investment and interest-bearing shareholder loans. Since the initial
investment by the Company, Minuet has received proceeds from rental income and
partial land sales. As at 30 June 2023, the Company's investment cost (net of
shareholder loan repayments) was approximately US$13.13 million (31 December
2022: US$13.13 million). The fair value of the Company's interest in Minuet on
the same date was US$59.94 million (31 December 2022: US$61.09 million) based
on an independent third-party valuation of the land plus the net value of the
other assets and liabilities of Minuet. The change in value of Symphony's
interest is predominantly due to a depreciation in the offshore Thai baht rate
by 1.96%.
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
Millennia Tower. The properties deliver an attractive yield and the related
leases are set to expire between October 2023 to November 2025. The Company
holds a 49.9% interest in the venture.
Niseko Property Joint Venture ("Niseko JV") is a property development venture
that acquired land in Niseko, Hokkaido, Japan. Symphony has a 37.5% interest
in this venture, which it acquired for a total investment of US$10.2 million
and has to date received distributions of US$16.7 million that relate to the
partial sale of land held by the venture. The Niseko JV sold 31% of the
development site to Hanwha Hotels & Resorts with a further 39% to a new
joint venture company that is equally held and being co-developed by the
Niseko JV and Hanwha Hotels & Resorts. The Niseko JV continues to
effectively hold approximately 50% of the development site, of which one third
is held for future development and/or sale.
Desaru property joint venture in Malaysia ("Desaru") is 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
has developed a beachfront resort with private villas for sale on the
south-eastern coast of Malaysia and that are branded and managed by
One&Only Resorts ("O&O"). The hotel operations were officially
launched in September 2020. The Company has a 49% equity interest in the joint
venture.
Symphony invested approximately US$58.78 million in the joint venture at 30
June 2023 (31 December 2022: US$58.78 million). The fair value for this
investment on the same date was US$27.54 million based on a discounted
cashflow model and independent third-party valuation of the land. This
compares to US$30.50 million at 31 December 2022. The difference in value is
due to changes in certain assumptions used in the valuation for this
investment.
Isprava Vesta Private Limited ("Isprava") is a company that designs, builds
and sells branded villas in non-urban markets in India such as Alibagh, Goa
and Kasauli. The company is also in the business of renting luxury holiday
homes under the brand name of "Lohono Stays" and includes both homes
constructed and sold by Isprava and third-party homes in India and overseas.
Symphony made an investment in Isprava in January 2023.
EDUCATION
WCIB International Co. Ltd. ("WCIB") is a joint venture that developed and
operates Wellington College International Bangkok, the fifth international
addition to the Wellington College family of schools. WCIB operates a
co-educational school that will ultimately cater to over 1,500 students aged
2-18 years of age when all phases are fully complete. WCIB commenced
operations in August 2018 with inaugural students attending Nursery to Year 6.
Symphony initially invested in the joint venture in January 2017 and has made
subsequent investments with its partners to facilitate ongoing development of
the school and support working capital requirements.
Creative Technology Solutions DMCC ("CTS") is a UAE-based company that
provides technology solutions to K12 schools in the UAE and the Kingdom of
Saudi Arabia ("KSA"). The company was founded in 2013 to provide customized IT
solutions to the education sector, including hardware, software and training.
Symphony made its investment in CTS in June 2019. Symphony entered into
binding agreements and completed the sale of its interest in this business in
Q3 2023. Excluding contingent proceeds, the sale generated a net return per
annum and times the original cost of investment (taking into account dividend
distributions) of approximately 23.1% and 2.4 times, respectively.
LOGISTICS
Indo Trans Logistics Corporation ("ITL") was founded in 2000 as a
freight-forwarding company and has since grown to become Vietnam's largest
independent integrated logistics company with a network that is spread across
Vietnam, Cambodia, Laos, Myanmar, and Thailand. ITL has grown to national
champion status in Vietnam.
The Company acquired a significant minority interest in ITL in June 2019 for
US$42.64 million and had a net cost of US$35.28 million (31 December 2022:
US$42.14 million) at 30 June 2023. During the first half of 2023, Symphony
completed the sale of a small number of shares to a strategic Asian logistics
company as part of a larger secondary offering mentioned in earlier updates.
The gross and net sale consideration received was 5.5 times and 4.6 times
Symphony's cost of shares sold, respectively.
The fair value for Symphony's interest in ITL at 30 June 2023 was US$63.60
million. The change in value from US$152.25 million at 31 December 2022 is
predominantly due to a decline in trailing EBITDA and the median comparable
company market multiple used to value this business. The weakness in these
parameters is reflective of an overall slowing down in global trade that is
expected to continue at least through 2023.
NEW ECONOMY
In November 2019, Symphony invested in Smarten Spaces Pte. Ltd. ("Smarten"),
a Singapore based SaaS (Software-as-a-Service) company that provides
software solutions for space management in commercial and industrial
properties. Smarten was founded in 2017 by Dinesh Malkani and offers an
end-to-end solution for workplace flexibility on a single technology
platform, to help businesses navigate the new hybrid workplace.
The SaaS technology includes four key aspects - Desk Management, Workforce
Rostering, Demand & Supply, Expenses & Chargeback, and Asset
Management; bringing together key workforce and workplace considerations for a
future-ready solution. Subsequent to 30 June 2023, Symphony completed a
follow-on investment in Smarten.
In September 2020, Symphony invested in August Jewellery Private Limited
("Melorra"), a Bangalore based omni-channel fast fashion Indian jewellery
company that introduces a fresh collection of 75 new designs every Friday,
resulting in over 300 new designs per month. Founded by Saroja Yeramilli
in January 2015, Melorra adopts a minimal inventory model that uses 3-D
printing technology to achieve just-in-time manufacturing to bring products to
market efficiently. The company also operates experience centres across India.
Good Capital is majority owned by brothers Rohan and Arjun Malhotra who
founded Investopad in 2014 by investing their own capital into building
substantial infrastructure across India (Delhi, Bangalore and Gurgaon) and
creating a thriving ecosystem of technology startups. Symphony announced its
investment in July 2019, and at 30 June 2023 had a stake in the General
Partner, Good Capital Partners ("GCP") and its first fund, Good Capital Fund I
("GCF"). Subsequent to 30 June 2023, Symphony funded capital calls related to
GCF and Good Capital Fund II.
In August 2021, Symphony invested in Catbus Infolabs Private Limited
("Blowhorn"), the owner of the Blowhorn platform. Blowhorn is a same-day
intra-city last-mile logistics provider headquartered in Bangalore, India. The
company provides seamless transportation, warehousing, and a fully
technologically integrated system to manage the end-to-end supply chain
process through an asset-light transportation and distributed
micro-warehousing network.
In September 2021, Symphony invested in Kieraya Furnishing Solutions Private
Limited ("Furlenco") a Bangalore based online residential furniture business.
Founded by Ajith Karimpana in October 2012, Furlenco has a subscription-based
furniture rental business; a refurbished & recycled furniture business;
an appliance subscription service and Prava, which sells high-end retail
furniture.
In September 2021, Symphony invested in Meesho Inc. ("Meesho"), a Bangalore
based social e-commerce platform for micro-entrepreneurs and Medium and Small
Enterprises ("MSME") to sell to the next 500 million Indians coming online.
Founded by Vidit Aatrey and Sanjeev Barnwal in March 2016, Meesho aims to
enable small businesses, including individual entrepreneurs, to succeed online
by bringing a range of products and new customers onto the Meesho platform.
Meesho started as a reseller-focused platform enabling millions to sell online
and has now become a single ecosystem connecting sellers to consumers and
entrepreneurs.
In September 2021, Symphony invested in SolarSquare Energy Private Limited
("Solar Square") a rooftop solar power company that focuses on residential
homes, primarily standalone houses, gated societies, and small commercial
centres. Solar Square was founded by Neeraj Jain and Nikhil Nahar in 2015;
they have since been joined by Shreya Mishra to refocus the company on the
consumer space. The company aims to make clean energy affordable and
accessible and become the trusted brand in the space.
In December 2022, Symphony invested in MAVI Holding Pte. Ltd. ("MAVI"), a B2B
insurance and warranty programme administration services company headquartered
in Singapore with operations in India, Thailand, and Singapore. Mavi is an
early-stage start-up business with a goal to develop insurance products that
are accessible, competitively priced, and tailored for the Asian markets. The
company will provide insurance and warranty programme management services and
partner with insurance and carriers in the region to bring these products to
market.
Cash and cash equivalents
Symphony has placed funds in certain temporary investments. As at 30 June
2023, cash and cash equivalents amounted to US$16.76 million (31 December
2022: US$18.57 million).
Outlook
The first half of 2023 was generally positive for risk assets across most
markets. However, inflation and the ability of the US Federal Reserve to steer
a soft landing with higher interest rates remain key concerns. The weakening
global demand is expected to continue in the short term to weigh on most Asian
economies and subdue growth that will affect some businesses. However, the
fundamental long-term growth drivers in Asia remain intact.
Principal Risks
Some of the risks 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. The investment opportunities for the Company are more
likely to be 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
Agreement between, inter alia, the Company and the Investment Manager. 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 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.
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'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 Healthcare, Hospitality,
Lifestyle (including branded real estate developments), logistics and
education sectors predominantly in Asia.
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 investments include investments in companies that it does not
control and/or made with other co-investors for financial or strategic
reasons. Such investments may involve risks not present in investments where
the Company has full control or where a third party is not involved. For
example, there may be a possibility that a co-investor may have financial
difficulties or become bankrupt or may at any time have economic or business
interests or goals which are inconsistent with those of the Company or may be
in a position to take or prevent actions in a manner inconsistent with the
Company's objectives. The Company may also be liable in certain circumstances
for the actions of a co-investor with which it is associated. In addition, the
Company holds a non-controlling interest in certain investments, and
therefore, may have a limited ability to protect its position in such
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 related investments may be subject to the risks
inherent in the ownership and operation of real estate businesses and assets.
A downturn in the real estate sector or a materialization 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 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 net asset value that the Company
reports from one quarter to another.
The Company's investment policies and procedures (which incorporate the
Company's investment strategy) provide that the Investment Manager should
review the Company's investment policies and procedures on a regular basis
and, if necessary, propose changes to the Board when it believes that those
changes would further assist the Company in achieving its objective of
building a strong investment base and creating long term value for its
Shareholders. The decision to make any changes to the Company's investment
policy and strategy, material or otherwise, rests with the Board in
conjunction with the Investment Manager and Shareholders have no prior right
of approval for material changes to the Company's investment policy.
Investments in connection with special situations and structured transactions
typically have shorter operating histories, narrower product lines and smaller
market shares than larger businesses, which tend to render them more
vulnerable to competitors' actions and market conditions, as well as general
economic downturns. Investments that fall into this category tend to have
relatively short holding periods and entail little or no participation in the
board of the company in which such investments may be made. Special situations
and structured transactions in the form of fixed debt investments also carry
an additional risk that an increase in interest rates could decrease their
value.
The Company's current investment policies and procedures provide that it may
invest an amount of no more than 30% of its total assets in special situations
and structured transactions which, although they are not typical longer-term
investments, have the potential to generate attractive returns and enhance the
Company's net asset value. Following the Company's investment, it may be that
the proportion of its total assets invested in longer-term investments falls
below 70% and the proportion of its total assets invested in special
situations and structured transactions exceeds 30% due to changes in the
valuations of the assets, over which the Company has no control.
Pending the making of investments, the Company's capital will need to be
temporarily invested in liquid investments and managed by a third-party
investment manager of international repute or held on deposit with commercial
banks before they are invested. The returns that temporary investments are
expected to generate and the interest that the Company will earn on deposits
with commercial banks will be substantially lower than the returns that it
anticipates receiving from its longer-term investments or special situations
and structured transactions.
In addition, while the Company's temporary investments will be relatively
conservative compared to its longer-term investments or special situations and
structured transactions, they are nevertheless subject to the risks associated
with any investment, which could result in the loss of all or a portion of the
capital invested.
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 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.
The Company could be materially adversely affected by the widespread outbreak
of infectious disease or other public health crises (or by the fear or
imminent threat thereof), including the current COVID-19 pandemic. Public
health crises such as SARS, H1N1/09 flu, avian flu, Ebola, and the current
COVID-19 pandemic, together with any related containment or other remedial
measures undertaken or imposed, could have a material and adverse effect on
the Company including by (i) disrupting or otherwise materially adversely
affecting the human capital, business operations or financial resources of the
Company, the Company's portfolio companies, the Investment Manager or service
providers and (ii) adversely affect the ability, or the willingness, of a
party to perform its obligations under its contracts and lead to uncertainty
over whether such failure to perform (or delay in performing) might be excused
under so-called "material adverse change," force majeure and similar
provisions in such contracts that could cause a material impact to the
Company, the Company's portfolio companies, the Investment Manager or service
providers and (iii) severely disrupting global, national and/or regional
economies and financial markets and precipitating an economic downturn or
recession that could materially adversely affect the value and performance of
the Company's shares.
Our business could be materially affected by conditions in the global capital
markets and the economy generally. Geopolitical issues, including the recent
Russian invasion of Ukraine and related international response measures may
have a negative impact on regional and global economic conditions, as a result
of disruptions in foreign currency markets and increased energy and commodity
prices. This could in turn have a spill-over effect on our portfolio
companies, such as reducing demand for products or services offered by our
portfolio companies and/or cause for example, higher operating and financing
costs.
Directors' Responsibility Statement
We, the directors of Symphony International Holdings Limited, confirm that to
the best of our knowledge:
(a) the condensed interim financial statements, which have been prepared
in accordance with IAS 34 - Interim Financial Reporting, give a true and fair
view of the assets, liabilities, financial position and profit or loss of the
Company as required by DTR 4.2.4R; and
(b) the interim financial results include a fair review of information
required by:
(i) DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the financial statements, and a
description of the principal risks and uncertainties for the remaining six
months of the year; and
(ii) DTR 4.2.8R of the Disclosure and Transparency Rules, being related
party transactions that have taken place in the first six months of the
current financial year and that have materially affected the financial
position or performance of the Company during that period, and any changes in
the related party transactions described in the last annual report that could
do so.
For and on behalf of the Board of Directors
Georges Gagnebin
Chairman, Symphony International Holdings Limited
Anil Thadani
Chairman, Symphony Asia Holdings Pte. Ltd.
Director, Symphony International Holdings Limited
Symphony International Holdings Limited
Condensed statement of financial position
As at 30 June 2023
Note 30 June 31 December 2022
2023
US$'000 US$'000
Non-current assets
Financial assets at fair value through profit or loss 7 399,756 478,226
Prepayments * *
399,756 478,226
Current assets
Other receivables and prepayments 83 82
Cash and cash equivalents 16,764 18,573
16,847 18,655
Total assets 416,603 496,881
Equity attributable to equity holders
of the Company
Share capital 409,704 409,704
Accumulated (losses)/profits (6,379) 86,758
Total equity 403,325 496,462
Current liabilities
Other payables 13,278 419
Total liabilities 13,278 419
Total equity and liabilities 416,603 496,881
* Less than US$1,000
Symphony International Holdings Limited
Condensed statement of comprehensive income
Period from 1 January 2023 to 30 June 2023
Note 6 months ended 6 months ended
30 June 2023 30 June 2022
US$'000 US$'000
Other operating income 288 8,507
Other operating expenses (2,054) (5,497)
Management fees (5,320) (5,404)
Loss before investment results and income tax (7,086) (2,394)
Fair value changes in financial assets at fair value through profit or loss 7 (73,217) (3,991)
Loss before income tax (80,303) (6,385)
Income tax expense - -
Loss for the period (80,303) (6,385)
Other comprehensive income for the period, - -
net of tax
Total comprehensive income for the period (80,303) (6,385)
Earnings per share:
US Cents US Cents
Basic 8 (15.64) (1.24)
Diluted (15.64) (1.24)
Symphony International Holdings Limited
Condensed statement of changes in equity
Period from 1 January 2023 to 30 June 2023
Share Accumulated profits Total
equity
capital
US$'000 US$'000 US$'000
At 1 January 2022 409,704 79,151 488,855
Total comprehensive income for the period - (6,385) (6,385)
Transactions with owners of the Company, recognised directly in equity
Contributions by and distributions to owners
Forfeiture of dividend paid in prior years - 15 15
Total transactions with owners of the Company - 15 15
At 30 June 2022 409,704 72,781 482,485
Symphony International Holdings Limited
Condensed statement of changes in equity
Period from 1 January 2023 to 30 June 2023
Share Accumulated Total
equity
capital profits/(losses)
US$'000 US$'000 US$'000
At 1 January 2023 409,704 86,758 496,462
Total comprehensive income for the period - (80,303) (80,303)
Transactions with owners of the Company, recognised directly in equity
Contributions by and distributions to owners
Dividends declared of US$0.025 per share - (12,834) (12,834)
Total transactions with owners of the Company - (12,834) (12,834)
At 30 June 2023 409,704 (6,379) 403,325
Symphony International Holdings Limited
Condensed statement of cash flows
Period from 1 January 2023 to 30 June 2023
6 months 6 months
ended
ended
30 June 2023
30 June 2022
US$'000 US$'000
Cash flows from operating activities
Loss before income tax (80,303) (6,385)
Adjustments for:
Dividend income - (8,505)
Exchange loss 1,460 5,017
Interest income (288) (2)
Interest expense 1 -
Write-off of amount due from unconsolidated subsidiary - 12
Fair value changes in financial assets at fair value through profit or loss 73,217 3,991
(5,913) (5,872)
Changes in:
- Other receivables and prepayments 39 40
- Other payables 22 52
(5,852) (5,780)
Interest received 249 *
Net cash used in operating activities (5,603) (5,780)
Cash flows from investing activity
Net proceeds received from unconsolidated subsidiaries 3,797 7,326
Net cash from investing activity 3,797 7,326
Cash flows from financing activities
Interest paid (1) -
Forfeiture of dividend paid in prior years - 15
Net cash (used in)/from financing activities (1) 15
Net (decrease)/increase in cash and cash equivalents (1,807) 1,561
Cash and cash equivalents at beginning of period 18,573 8,357
Effect of exchange rate fluctuations (2) (3)
Cash and cash equivalents at end of the period 16,764 9,915
* Less than US$1,000
Symphony International Holdings Limited
Notes to the condensed interim financial statements
Period from 1 January 2023 to 30 June 2023
These notes form an integral part of the condensed interim financial
statements.
1 REPORTING ENTITY
Symphony International Holdings Limited (the "Company") is a company domiciled
in the British Virgin Islands.
The financial statements of the Company as at and for the year ended 31
December 2022 are available upon request from the Company's registered office
at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola
VG1110 British Virgin Islands.
2 STATEMENT OF COMPLIANCE
These condensed interim financial statements have been prepared in accordance
with IAS 34 Interim Financial Reporting. They do not include all of the
information required for full annual financial statements, and should be read
in conjunction with the financial statements of the Company as at and for the
year ended 31 December 2022.
These condensed interim financial statements were approved by the Board of
Directors on 22 September 2023.
3 SIGNIFICANT ACCOUNTING POLICIES
The accounting policies applied by the Company in these condensed interim
financial statements are the same as those applied by the Company in its
financial statements as at and for the year ended 31 December 2022. The
Company qualifies as an investment entity, as a result of which all immediate
investments are carried at fair value through profit or loss.
4 Estimates
The preparation of 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 interim financial statements, the significant
judgements made by management in applying the Company's accounting policies
and the key sources of estimation uncertainty were the same as those that
applied to the condensed financial statements as at and for the year ended 31
December 2022.
Uncertain economic environment
The uncertain economic environment has increased the estimation uncertainty in
developing significant accounting estimates, predominantly related to
financial assets at fair value through profit or loss ('FVTPL').
The estimation uncertainty is associated with:
· the extent and duration of the expected economic downturn and
subsequent recovery. This includes the impacts on liquidity, increasing
unemployment, declines in consumer spending and forecasts for key economic
factors;
· the extent and duration of the disruption to business arising from
the expected economic downturn; and
· the effectiveness of government and central bank measures that have
and will be put in place to support businesses and consumers through this
disruption and economic downturn.
The Company has developed accounting estimates based on forecasts of economic
conditions which reflect expectations and assumptions as at 30 June 2023 about
future events that management believes are reasonable in the circumstances.
There is a considerable degree of judgement involved in preparing forecasts.
The underlying assumptions are also subject to uncertainties which are often
outside the control of the Company. Accordingly, actual economic conditions
are likely to be different from those forecast since anticipated events
frequently do not occur as expected, and the effect of those differences may
significantly impact accounting estimates included in these condensed
financial statements.
The impact of the uncertain economic environment on financial assets at FVTPL
is discussed further in Note 7.
5 financial risk management
The Company's financial risk management objectives and policies are consistent
with those disclosed in the financial statements as at and for the year ended
31 December 2022.
6 Financial assets at fair value through profit or loss
During the financial period ended on 30 June 2023:
i. The Company recognised a fair value loss in financial assets at
FVTPL of US$73,217,000 (30 June 2022: US$3,991,000).
ii. During the six-month period ended 30 June 2023, the Company's
wholly owned subsidiary, Symphony (Mint) Investment Limited, sold
approximately 6.30 million shares and 9.99 million warrants held in Minor
International PCL in the market through a series of transactions.
iii. On 13 January 2023, the Company's wholly owned subsidiary, Symphony
Luxre Holdings Pte. Ltd., subscribed to securities in Isprava Vesta Private
Limited. The associated cost from this investment was less than 5% of NAV.
iv. On 15 March 2023, the Company's wholly owned subsidiary, Symphony
Assure Pte. Ltd., subscribed to securities in Mavi Holding Pte. Ltd. The
associated cost from this investment was less than 1% of NAV.
v. On 26 April 2023, the Company's wholly owned subsidiary, Symphony
Logistics Pte. Ltd. sold some shares in Indo Trans Logistics Corporation that
generated net proceeds equivalent to less than 2% of NAV.
vi. On 26 June 2023, the Company's wholly owned subsidiary, Britten
Holdings Pte. Ltd., subscribed to additional compulsory convertible preference
shares in Soothe Healthcare Private Limited. The associated cost for the
additional investment was less than 1% of NAV.
7 financial instruments
Accounting classification and fair values
The carrying amounts and fair values of financial assets and financial
liabilities are as follows. It does not include fair value information for
financial assets and financial liabilities not measured at fair value if the
carrying amount is a reasonable approximation of fair value.
Carrying amount
Fair value through Amortised cost Other Total Fair value
profit or loss
financial liabilities
US$'000 US$'000 US$'000 US$'000 US$'000
30 June 2023
Financial assets measured at fair value
Financial assets at fair value through profit or loss 399,756 - - 399,756 399,756
Financial assets not measured at fair value
Other receivables(1) - 46 - 46
Cash and cash equivalents - 16,764 - 16,764
399,756 16,810 - 416,566
Financial liabilities not measured at fair value
Other payables - - (13,278) (13,278)
(1) Excludes prepayments
Carrying amount
Fair value through Amortised cost Other Total Fair value
profit or loss
financial liabilities
US$'000 US$'000 US$'000 US$'000 US$'000
31 December 2022
Financial assets measured at fair value
Financial assets at fair value through profit or loss 478,226 - - 478,226 478,226
Financial assets not measured at fair value
Other receivables(1) - 7 - 7
Cash and cash equivalents - 18,573 - 18,573
478,226 18,580 - 496,806
Financial liabilities not measured at fair value
Other payables - - (419) (419)
(1) Excludes prepayments
Fair value
The financial assets at fair value through profit or loss are measured using
the adjusted net asset value method, which is based on the fair value of the
underlying investments. The fair values of the underlying investments are
determined based on the following methods:
i) for quoted equity investments, based on quoted market bid prices at
the financial reporting date without any deduction for transaction costs;
ii) for unquoted investments, with reference to the enterprise value at
which the portfolio company could be sold in an orderly disposition over a
reasonable period of time between willing parties other than in a forced or
liquidation sale, and is determined by using valuation techniques such as (a)
market multiple approach that uses a specific financial or operational measure
that is believed to be customary in the relevant industry, (b) price of recent
investment, or offers for investment, for the portfolio company's securities,
(c) current value of publicly traded comparable companies, (d) comparable
recent arms' length transactions between knowledgeable parties, and (e)
discounted cash flows analysis; and
iii) for financial assets and liabilities with a maturity of less than one
year or which reprice frequently (including other receivables, cash and cash
equivalents, and other payables) the notional amounts are assumed to
approximate their fair values because of the short period to
maturity/repricing.
The objective of valuation techniques is to arrive at a fair value measurement
that reflects the price that would be received to sell the asset or paid to
transfer the liability in an orderly transaction between market participants
at the measurement date.
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: Inputs that are quoted market prices (unadjusted) in
active markets for identical instruments.
· Level 2: Inputs other than quoted prices included within
Level 1 that are observable, either directly (i.e. as prices) or indirectly
(i.e. derived from prices). This category includes instruments valued
using: quoted market prices in active markets for similar instruments;
quoted prices for identical or similar instruments in markets that are not
considered active; or other valuation techniques in which all significant
inputs are directly or indirectly observable from market data.
· Level 3: Inputs that are unobservable. This category
includes all instruments for which the valuation technique includes input not
based on observable data and the unobservable inputs have a significant effect
on the instruments' valuation. This category includes instruments that are
valued based on quoted prices for similar instruments but for which
significant unobservable adjustments or assumptions are required to reflect
differences between instruments.
Level 1 Level 2 Level 3 Total
US$'000 US$'000 US$'000 US$'000
30 June 2023
Financial assets at fair value through profit or loss - - 399,756 399,756
31 December 2022
Financial assets at fair value through profit or loss - - 478,226 478,226
The fair value hierarchy table excludes financial assets and financial
liabilities such as cash and cash equivalents, other receivables and other
payables because their carrying amounts approximate their fair values due to
their short-term period to maturity/repricing.
Level 3 valuations
The following table shows a reconciliation from the beginning balances to the
ending balances for fair value measurements in Level 3 of the fair value
hierarchy.
30 June 31 December 2022
2023
Financial assets at fair value through profit or loss
US$'000 US$'000
Balance at 1 January 478,226 480,755
Fair value changes in profit or loss (73,217) 8,902
Net repayment from unconsolidated subsidiaries (5,253) (12,942)
Net additions - 1,511
Balance at 30 June/31 December 399,756 478,226
Significant unobservable inputs used in measuring fair value
This table below sets out information about significant unobservable inputs
used at 30 June 2023 in measuring the underlying investments of the financial
assets categorised as Level 3 in the fair value hierarchy excluding
investments purchased during the year that are valued at transaction prices as
they are reasonable approximation of fair values and ultimate investments in
listed entities.
Description Fair value at 30 June Fair value at Valuation technique Unobservable input Range (Weighted average) Sensitivity to changes in significant unobservable
inputs
2023 31 December 2022
US$'000 US$'000
Rental properties 1,914 2,429 Income approach Rental growth rate -0.4% - 11.6% The estimated fair value would increase if the rental growth rate and
occupancy rate were higher and the discount rate was lower.
(Dec 2022:
-0.7% - 2.0%)
Occupancy rate
1.6% - 46%
(Dec 2022: 15% - 51%)
13%
Discount rate
(Dec 2022: 13% - 13.5%)
Land related investments 57,671 59,941 Comparable valuation method Price per US$ 256 to US$6,403 per square meter The estimated fair value would increase if the price per square meter was
square meter
(Dec 2022: US$379 to US$7,032 per square meter) higher.
for comparable land
Description Fair value at 30 June Fair value at Valuation technique Unobservable input Range (Weighted average) Sensitivity to changes in significant unobservable
inputs
2023 31 December 2022
US$'000 US$'000
Operating business 210,393 292,350 Enterprise value using comparable traded multiples Earnings before interest, tax, depreciation and amortisation ('EBITDA') 1.3x - 42.2x , median 9.0x The estimated fair value would increase if the EBITDA multiple was higher.
multiple (times)
(Dec 2022: 0.3x - 33.4x, median 7.7x)
Revenue multiple (times) 0.2x - 9.9x The estimated fair value would increase if the revenue multiple was higher
(Dec 2022: 0.6x - 12.5x, median 5.9x)
Discount for lack of marketability ('DLOM') 25% The estimated fair value would increase if the discount for lack of
(Dec 2022: 25.0%) marketability was lower.
Option pricing model* Volatility 29,3% - 63,3% The estimated fair value would increase or decrease if the volatility was
(Dec 2022: higher depending on factors specific to the investment.
23.4% - 54.2%)
Risk-free rate 4.1 % - 6.7% The estimated fair value would increase or decrease if risk-free rate was
(Dec 2022: lower depending on factors specific to the investment
4.5% - 7.0%)
Greenfield business held for more than 12-months 41,312 41,325 Discounted cash flow method Revenue growth 2.8% - 26.9% The estimated fair value would increase if the revenue growth increases,
(Dec 2022: 1.0% - 26.9%) expense ratio decreases, and WACC was lower.
Expense ratio 57.9% - 74,0%
(Dec 2022: 57.9% - 87.8%)
Weighted average cost of capital ('WACC') 12.8% - 15.9%
(Dec 2022: 14.7% - 16.3%)
* The option pricing model is used as a secondary valuation technique for
certain investments to allocate equity value where the capital structure of
the investment consists of instruments with significantly different
rights/terms.
The rental growth rate represents the growth in rental income during the
leasehold period while the occupancy rates represent the percentage of the
building that is expected to be occupied during the leasehold period.
Management adopt a valuation report produced by an independent valuer that
determines the rental growth rate and occupancy rate after considering the
current market conditions and comparable occupancy rates for similar buildings
in the same area.
The discount rate is related to the current yield on long-term government
bonds plus a risk premium to reflect the additional risk of investing in the
subject properties. Management adopts a valuation report produced by an
independent valuer that determines the discount based on the independent
valuer's judgement after considering current market rates.
The comparable recent sales represent the recent sales prices of properties
that are similar to the investee companies' properties, which are in the same
area. Management adopts a valuation report produced by an independent valuer
to determine the value per square meter based on the average recent sales
prices.
During the year ended 31 December 2022, an investment that was previously
valued using comparable recent sales was valued using the discounted cash flow
method due to changes in the operations and future earnings potential of the
underlying investee company.
The EBITDA multiple represents the amount that market participants would use
when pricing investments. The EBITDA multiple is selected from comparable
public companies with similar business as the underlying investment.
Management obtains the median EBITDA multiple from the comparable companies
and applies the multiple to the EBITDA of the underlying investment. In some
instances, Management obtains the lower quartile multiple from comparable
companies and applies the multiple to the EBITDA of the underlying investment.
The amount is further discounted for considerations such as lack of
marketability.
The revenue multiple represents the amount that market participants would use
when pricing investments. The revenue multiple is selected from comparable
public companies with similar business as the underlying investment.
Management obtains the median revenue multiple from the comparable companies
and applies the multiple to the revenue of the underlying investment. The
amount is further discounted for considerations such as lack of marketability.
The discount for lack of marketability represents the discount applied to the
comparable market multiples to reflect the illiquidity of the investee
relative to the comparable peer group. Management determines the discount
for lack of marketability based on its judgement after considering market
liquidity conditions and company-specific factors.
During the year ended 31 December 2022, two investments that were previously
valued using the EBITDA multiple technique were valued using the price of
recent investment for the investee company's securities as there were recent
transactions in the secondary market which reflects more accurately the value
of the underlying investment.
During the period ended 30 June 2023, an investment that was valued using the
EBITDA multiple technique was valued using the price of recent investment for
the investee company's securities in the current period as there were recent
transactions in the secondary market.
The option pricing model uses distribution allocation for each equity
instrument at different valuation breakpoints, taking into consideration the
different rights/terms of each instrument. An option pricing computation is
done using a Black Scholes Model at different valuation breakpoints (strikes)
using market volatility and risk-free rate parameters. Where a recent
transaction price for an identical or similar instrument is available, it is
used as the basis for fair value.
During the year ended 31 December 2022, one investment that previously used a
recent transaction price as the basis for fair value in the option pricing
model had used the revenue multiple technique as the basis for fair value as
there was no recent transaction.
The revenue growth represents the growth in sales of the underlying business
and is based on the operating management team's judgement on the change of
various revenue drivers related to the business from year-to-year. The expense
ratio is based on the judgement of the operating management team after
evaluating the expense ratio of comparable businesses and is a key component
in deriving EBITDA and free cash flow for the greenfield business. The free
cashflow is discounted at the WACC to derive the enterprise value of the
greenfield business. Net debt is then deducted to arrive at an equity value
for the business. WACC is derived after adopting independent market quotes or
reputable published research-based inputs for the risk-free rate, market risk
premium, small cap premium and cost of debt.
The investment entity approach requires the presentation and fair value
measurement of immediate investments; the shares of intermediate holding
companies are not listed. However, ultimate investments in listed entities
amounting to US$59,464,000 (31 December 2022: US$65,666,000) are held through
intermediate holding companies; the value of these companies are mainly
determined by the fair values of the ultimate investments.
Sensitivity analysis
Although the Company believes that its estimates of fair value are
appropriate, the use of different methodologies or assumptions could lead to
different measurements of fair value. For fair value measurements in Level 3
assets, changing one or more of the assumptions used to reasonably possible
alternative assumptions would have the following effects on the profit or loss
by the amounts shown below. The effect of the uncertain economic environment
has meant that the range of reasonably possible changes is wider than in
periods of stability.
‹-------- 30 June 2023 --------› ‹-------- 30 June 2022 --------›
Effect on profit or loss Effect on profit or loss
Favourable (Unfavourable) Favourable (Unfavourable)
US$'000 US$'000 US$'000 US$'000
Level 3 assets 101,233 (64,126) 44,445 (45,309)
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 10% (30 June 2022: 10%) for the favourable scenario and reduced
by 10% (30 June 2022: 10%) for the unfavourable scenario. The discount rate
used to calculate the present value of future cash flows was also decreased by
2% (30 June 2022: 2%) for the favourable case and increased by 2% (30 June
2022: 2%) for the unfavourable case compared to the discount rate used in the
valuation as at 30 June 2023.
For land related investments (except those held for less than 12-months where
cost represents the most reliable estimate of fair value in the absence of
significant developments since the transaction), which are valued on
comparable transaction basis by third party valuation consultants, the fair
value of the land is increased by 20% (30 June 2022: 20%) in the favourable
scenario and reduced by 20% (30 June 2022: 20%) 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 revenue or
EBITDA, the revenue or EBITDA is increased by 20% (30 June 2022: 20%) and
decreased by 20% (30 June 2022: 20%), and DLOM is decreased by 5% (30 June
2022: 5%) and increased by 5% (30 June 2022: 5%) in the favourable and
unfavourable scenarios respectively.
In the option pricing model sensitivity analysis, the change in risk-free rate
and volatility results in different outcomes for each investment. An increase
in risk-free rate and volatility may have a favourable or unfavourable impact
and vice versa. This is a result of multiple factors including cumulative
impact of two variables (risk-free rate, volatility) being changed
simultaneously after taking into account variations in investment specific
input variables, such as time to expiry, capital structure and the liquidation
preference related to securities. The volatility is adjusted by 10% (30 June
2022: 10%) and the risk-free rate is adjusted by 2% (30 June 2022: 2%) to
arrive at the favourable and unfavourable scenario depending on factors
specific to each investment.
For greenfield businesses (except those where a last transacted price exists
within the past 12-months) that are valued using a discounted cashflow, the
revenue growth rate is increased by 2% (30 June 2022: 2%), the expense ratio
rate is decreased by 10% (30 June 2022: 10%) and the WACC is reduced by 2% (30
June 2022: 2%) in the favourable scenario. Conversely, in the unfavourable
scenario, the revenue growth rate is reduced by 2% (30 June 2022: 2%), the
expense ratio rate is increased by 10% (30 June 2022: 10%) and the WACC is
increased by 2% (30 June 2022: 2%).
8 earnings PER SHARE
6 months ended 6 months ended
30 June 2023 30 June 2022
US$'000 US$'000
Basic and diluted earnings per share are based on:
Loss for the period attributable to ordinary shareholders (80,303) (6,385)
Basic and diluted earnings per share
Number Number
of shares
of shares
30 June 2023 30 June 2022
Issued ordinary shares at 1 January and 30 June 513,366,198 513,366,198
Weighted average number of shares (basic and diluted) 513,366,198 513,366,198
At 30 June 2023 and 30 June 2022, there were no outstanding share options to
subscribe for ordinary shares of no par value.
9 Operating segments
The Company has investment segments, as described below. Investment segments
are reported to the Board of Directors of Symphony Asia Holdings Pte. Ltd.,
the Investment Manager, who review this information on a regular basis.
Segment results, assets and liabilities include items directly attributable to
a segment as well as those that can be allocated on a reasonable basis.
Business activities which do not meet the definition of an operating segment
have been reported in the reconciliations of total reportable segment amounts
to the financial statements.
The following summary describes the investments in each of the Company's
reportable segments.
Healthcare Includes investments in ASG Hospital Private Limited (ASG) and Soothe
Healthcare Private Limited (Soothe)
Hospitality Minor International Public Company Limited (MINT)
Education Includes investments in WCIB International Co. Ltd. (WCIB) and Creative
Technology Solutions DMCC (CTS)
Lifestyle Includes investments in Chanintr Living Ltd. (Chanintr), the Wine Connection
Group (WCG) and Liaigre Group (Liaigre)
Lifestyle/Real Estate Includes investments in Minuet Ltd., SG Land Co. Ltd., a property joint
venture in Niseko, Hokkaido, Japan, Desaru Peace Holdings Sdn Bhd and Isprava
Vesta Private Limited (Isprava)
Logistics In Do Trans Logistics Corporation (ITL)
Includes Smarten Spaces Pte. Ltd. (Smarten), Good Capital Partners and Good
Capital Fund I (collectively, Good Capital), August Jewellery Private Limited
New Economy (Melorra), Kieraya Furnishing Solutions Private Limited (Furlenco), Catbus
Infolabs Private Limited (Blowhorn), Meesho Inc. (Meesho), SolarSquare Energy
Private Limited (Solar Square), Mavi Holding Pte. Ltd. (Mavi) and Epic Games
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
The reportable operating segments derive their revenue primarily by achieving
returns, consisting of dividend income, interest income and appreciation in
fair value. The Company does not monitor the performance of the investments by
measure of profit or loss.
Information regarding the results of each reportable segment is included
below:
Healthcare Hospitality Education Lifestyle Lifestyle/ real estate Logistics Cash and temporary investments Logistics Total
US$'000
New Economy
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
6 months ended 30 June 2023
Investment income
- Interest income - - - - - - 288 - 288
- - - - - - 288 - 288
Investment expenses
- Exchange loss (1) * (1) 741 (2,190) (1) (5) (3) (1,460)
- Fair value changes of financial assets at FVTPL (1,822) 3,038 5,194 6,738 (3,363) (81,807) - (1,195) (73,217)
(1,823) 3,038 5,193 7,479 (5,553) (81,808) (5) (1,198) (74,677)
Net investment results (1,823) 3,038 5,193 7,479 (5,553) (81,808) 283 (1,198) (74,389)
6 months ended 30 June 2022
Investment income
- Dividend income - - - - 7,495 - 1,010 - 8,505
- Interest income - - - - - - 2 - 2
- - - - 7,495 - 1,012 - 8,507
Investment expenses
- Exchange loss (3) * (3) (3,263) (1,757) (1) 15 (5) (5,017)
- Fair value changes of financial assets at FVTPL 22,847 8,652 (6,162) (4,901) (14,721) (12,999) (1,011) 4,304 (3,991)
22,844 8,652 (6,165) (8,164) (16,478) (13,000) (996) 4,299 (9,008)
Net investment results 22,844 8,652 (6,165) (8,164) (8,983) (13,000) 16 4,299 (501)
New Economy
Total
US$'000
US$'000
US$'000
US$'000
US$'000
US$'000
US$'000
US$'000
US$'000
6 months ended 30 June 2023
Investment income
- Interest income
-
-
-
-
-
-
288
-
288
-
-
-
-
-
-
288
-
288
Investment expenses
- Exchange loss
(1)
*
(1)
741
(2,190)
(1)
(5)
(3)
(1,460)
- Fair value changes of financial assets at FVTPL
(1,822)
3,038
5,194
6,738
(3,363)
(81,807)
-
(1,195)
(73,217)
(1,823)
3,038
5,193
7,479
(5,553)
(81,808)
(5)
(1,198)
(74,677)
Net investment results
(1,823)
3,038
5,193
7,479
(5,553)
(81,808)
283
(1,198)
(74,389)
6 months ended 30 June 2022
Investment income
- Dividend income
-
-
-
-
7,495
-
1,010
-
8,505
- Interest income
-
-
-
-
-
-
2
-
2
-
-
-
-
7,495
-
1,012
-
8,507
Investment expenses
- Exchange loss
(3)
*
(3)
(3,263)
(1,757)
(1)
15
(5)
(5,017)
- Fair value changes of financial assets at FVTPL
22,847
8,652
(6,162)
(4,901)
(14,721)
(12,999)
(1,011)
4,304
(3,991)
22,844
8,652
(6,165)
(8,164)
(16,478)
(13,000)
(996)
4,299
(9,008)
Net investment results
22,844
8,652
(6,165)
(8,164)
(8,983)
(13,000)
16
4,299
(501)
* Less than US$1,000
Healthcare Hospitality Education Lifestyle Lifestyle/ real estate Logistics Cash and temporary investments Logistics Total
US$'000
New Economy
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
30 June 2023
Segment assets 50,975 60,309 17,379 63,569 97,069 63,602 16,764 46,853 416,520
Segment liabilities - - - - - - - - -
31 December 2022
Segment assets 52,117 66,135 12,185 56,031 92,870 152,262 18,574 46,625 496,799
Segment liabilities - - - - - - - - -
New Economy
Total
US$'000
US$'000
US$'000
US$'000
US$'000
US$'000
US$'000
US$'000
US$'000
30 June 2023
Segment assets
50,975
60,309
17,379
63,569
97,069
63,602
16,764
46,853
416,520
Segment liabilities
-
-
-
-
-
-
-
-
-
31 December 2022
Segment assets
52,117
66,135
12,185
56,031
92,870
152,262
18,574
46,625
496,799
Segment liabilities
-
-
-
-
-
-
-
-
-
Reconciliations of reportable segment profit or loss, assets and liabilities
30 June 30 June
2023 2022
US$'000 US$'000
Profit or loss
Net investments results (74,389) (501)
Unallocated amounts:
- Other corporate expenses (5,914) (5,884)
Loss for the period (80,303) (6,385)
Assets
Total assets for reportable segments 416,520 482,824
Other assets 83 31
Total assets 416,603 482,855
Liabilities
Total liabilities for reportable segments - -
Other payables 13,278 370
Total liabilities 13,278 370
10 Significant Related Party Transactions
For the purposes of these condensed interim financial statements, parties are
considered to be related to the Company if the Company 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 Company and the party are subject to common control or common
significant influence. Related parties may be individuals or entities.
Dividend income
During the financial period ended 30 June 2023, the Company recognised
dividend income from its unconsolidated subsidiaries amounting to US$Nil (30
June 2022: US$8,505,000).
Key management personnel compensation
Key management personnel of the Company are those persons having the authority
and responsibility for planning, directing and controlling the activities of
the Company. The directors of the Company are considered as key management
personnel.
During the financial period ended 30 June 2023, directors' fees amounting to
US$186,000 (30 June 2022: US$198,000) were declared as payable to four
directors of the Company. The remaining two directors of the Company are
also directors of the Investment Manager who provides management and
administrative services to the Company 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
Pursuant to the Investment Management Agreement, the Investment Manager will
provide investment management and advisory services exclusively to the
Company. Details of the remuneration of the Investment Manager are disclosed
in the financial statements as at and for the year ended 31 December 2022.
During the financial period ended 30 June 2023, management fee amounting to
US$5,320,000 (30 June 2022: US$5,404,000) paid/payable to the Investment
Manager has been recognised in the condensed interim financial statements.
Other than as disclosed elsewhere in the condensed interim financial
statements, there were no other significant related party transactions during
the 6 months periods ended 30 June 2023 and 30 June 2022.
11 commitments
In September 2008, the Company entered into a loan agreement with a joint
venture, held via its unconsolidated subsidiary, to grant loans totalling
US$3,968,000 (THB140,000,000). As at 30 June 2023, US$3,401,000 (THB
120,000,000) (30 June 2022: US$3,399,000 (THB120,000,000)) has been drawn
down. The Company is committed to grant the remaining loan amounting to
US$567,000 (THB20,000,000) (30 June 2022: US$567,000 (THB20,000,000)), subject
to terms set out in the agreement.
In July 2019, the Company committed to subscribe to Good Capital Fund I for an
amount less than 1% of the net asset value as at 30 June 2023. Approximately
78.08% of this commitment has been funded at 30 June 2023 with 21.92% of the
commitment subject to be called.
In March 2023, the Company committed to subscribe to Good Capital Fund II for
an amount less than 2% of net asset value at 30 June 2023. None of this
commitment was funded as at 30 June 2023.
The Company committed to incremental funding in Mavi Holding Pte. Ltd. that is
subject to certain milestones being achieved. The total remaining contingent
commitment amounts aggregate to less than 1% of the net asset value as at 30
June 2023
In the general interests of the Company and its unconsolidated subsidiaries,
it is the Company's current policy to provide such financial and other support
to its group of companies to enable them to continue to trade and to meet
liabilities as they fall due.
12 Subsequent events
Subsequent to 30 June 2023,
· Symphony completed a follow-on investment in Mavi Holding Pte. Ltd.
The total consideration was less than 1% of NAV.
· Symphony completed a follow-on investment in Smarten Spaces Pte. Ltd.
The total consideration was less than 1% of NAV.
· Symphony funded capital calls related to Good Capital Fund I and Good
Capital Fund II. The total consideration was less than 1% of NAV.
· Symphony paid out ordinary dividends of US$0.025 per share declared
during the period ended 30 June 2023, resulting in a total cash pay out of
US$12,834,000 to shareholders of the Company.
· Symphony received part of the proceeds related to the sale of
Creative Technology Solutions DMCC. The consideration was less than 1% of NAV
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