REG - Symphony Int Hdgs - Preliminary Results
18/03/2022 07:00
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RNS Number : 1908F Symphony International Holdings Ltd 18 March 2022
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18 March 2022
Symphony International Holdings Limited
Financial Results for the year ended 31 December 2021
Symphony International Holdings Limited ("Symphony" or the "Company" or
"SIHL") announces results for the year ended 31 December 2021. The condensed
financial statements of the Company 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 Company ("NAV") calculated in accordance with
the Company's policies through strategic longer-term investments primarily in
Asian businesses, across a variety of sectors including healthcare,
hospitality, lifestyle (including branded real estate developments), logistics
and education 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 2021, the issued share capital of the Company was US$409.70
million (31 December 2020: US$409.70 million) consisting of 513,366,198 (31
December 2020: 513,366,198) ordinary shares.
Symphony's Investment Manager is Symphony Asia Holdings Pte. Ltd. ("SAHPL" or
the "Investment Manager"). The Company has an Investment Management
Agreement with SAHPL as the Investment Manager.
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. 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 31 December 2021 was US$0.9521
per share. This represents a 28.94% increase over the NAV per share of
US$0.7384 at 31 December 2020.
Chairmen's Statement
Despite a difficult operating environment for most sectors throughout 2021, we
are happy to report that our company performed well with our investment
portfolio showing a 28.94% increase in Net Asset Value ("NAV") over the year.
Economic recovery across most sectors and geographies was mixed, with some
continuing to gain traction during the past year whilst others lost ground.
Governments around the region had varied degrees of success with initiatives
to stimulate economies and reduce Covid-19 related restrictions as they tried
to shift from a pandemic to an endemic response. Individuals and companies
also became more resilient and better equipped to manage the disruptions due
to more technology enablement than at the start of the pandemic.
Rather than focusing on protecting our companies and assets, as we did in
2020, we worked closely with our management teams on recovery and growth. The
improved operating environment particularly benefited our investments in the
hospitality, healthcare, and lifestyle sectors while ongoing disruptions to
supply chains facilitated stronger margins in the logistics sector. These
market dynamics and focus contributed to Symphony's NAV and NAV per share
growing by 28.94% in 2021 to US$488.75 million (2020: US$379.05 million) and
US$0.95 (2020: US$0.74) per share, respectively.
Aside from working with our existing portfolio companies, we have also been
busy on the investment front. During 2021, we made four new and six follow-on
investments at a cost of US$23.47 million and completed a full and two partial
exits that generated US$56.90 million of proceeds in addition to other income
of US$1.43 million. One of our joint venture companies also entered into an
agreement during 2021 related to a partial exit of land that will generate
total gross proceeds of US$23.25 million once completed later in 2022.
The improved outlook for the hospitality and F&B sector allowed us to
monetise part of our interest in Minor International Pcl ("MINT"). With
pent-up demand for travel and leisure and the more recent gradual opening-up
of more geographies to tourism, MINT's hospitality business reported a 49.29%
increase in revenue in 2021 and positive earnings in the fourth quarter of
2021 for the first time in seven quarters. MINT's F&B operations continued
to be profitable and expanded total outlets by 19 during the year to reach
2,389 outlets. The improvement in business, which is expected to continue in
2022, has driven a recovery in MINT's share price close to pre-pandemic
levels. We took advantage of this share price strength to reduce our exposure
and lock in some gains by selling 49.25 million shares and 12.34 million
warrants of MINT that generated proceeds of US$50.03 million. Symphony
realized a return of 15.44 per cent per annum over a 15-year period and
proceeds of 5.75 times our investment cost on the sale of these MINT shares.
During 2021, we completed a small follow-on investment in ASG Hospital Private
Limited ("ASG"). Despite the successive waves of Covid-19 and related
government lockdowns, ASG and our other investment in the healthcare sector,
Soothe Healthcare Private Limited ("Soothe"), reported strong growth. ASG
continued to expand organically and inorganically, following two acquisitions,
which increased the number of its clinics from 33 to 43 over the past year.
Average recurring revenue for ASG in December 2021 was 107.29% higher than the
same period a year earlier. Similarly, Soothe also reported spectacular growth
in revenue of 86.01% on the same basis despite the challenging environment.
During the past year Soothe also completed a fresh round of funding and
facilitated a material secondary sale in its shares. These two transactions
were completed at 1.88 times and 2.41 times Symphony's blended average
investment cost, respectively.
The pandemic driven trend of consumers upgrading their homes and spending more
on home improvement projects continues to benefit our lifestyle investments.
The Liaigre Group, a luxury furniture brand and design studio, has expanded
its interior architecture business to cope with new projects. Orders at
Liaigre's showrooms increased by 43.38% in 2021. Our original rationale for
buying Liaigre to expand its footprint in Asia has been an increasingly
transformative and exciting development for this business. Asia accounted for
23.89% of showroom orders in 2021, up significantly from 17.78% and 5.63% in
2020 and 2019, respectively. We have also been working on expanding the
Liaigre brand to luxury managed residences. This will allow us to further
showcase the brand, cater to existing clientele and realise more of the
brand's potential. We will be announcing more on this new business as projects
mature.
We have seen a similar consumer trend benefiting CHANINTR ("Chanintr"), our
company focused on design services and the distribution of high-end US and
European furniture brands and compatible kitchen and bathroom systems in
Thailand. Sales for Chanintr increased by over 20.88% in 2021 and management
continues to launch new concepts to grow this business further. For example,
Chanintr launched its Pergo office furniture rental business, which has been
met with some preliminary success and more recently, Spruce, a
subscription-based brand concept for staging and remodelling apartments by
real estate developers.
The Wine Connection Group ("WCG"), a wine-themed F&B chain included in our
lifestyle segment, continued to see operations improve with reduced movement
restrictions toward the end of 2021. While the wine retail has remained strong
in core markets throughout the year, F&B has been more challenged
particularly in Thailand. With reduced restrictions from December 2021 in
Thailand there has been sharp improvement with positive same-store-sales
growth and revenues reaching pre-pandemic levels despite fewer outlets.
Management expects this momentum to continue in 2022.
Educational institutions were materially disrupted during 2021 as many schools
intermittently closed as part of Covid-19 control measures. Similarly, WCIB
International Co. Ltd, the developer and operator of Wellington College
International Bangkok, was closed for periods of time since April 2021.
Following the schools reopening in October 2021, inquiries and admissions have
begun to recover. Barring any other disruptions management expect the school
to achieve profitability in the next academic year. Our other education
related business, Creative Technology Solutions DMC, benefited as a customised
IT solutions provider for schools with remote learning and mobile solutions
becoming a necessity for education institutions.
Our investment in Indo Trans Logistics Corporation ("ITL"), Vietnam's largest
independent integrated logistics company, contributed the largest part of
Symphony's gain in NAV in 2021. Overall, ITL's revenue and earnings before
interest, tax depreciation and amortization ("EBITDA") increased by 104.08%
and 209.32% in 2021, respectively. The growth was driven by the full
consolidation of the Port owner and operator, South Logistics Joint Stock
Company ("SoTrans"), which was acquired in June 2020, aviation GSA and freight
forwarding services. The management team is focused on enhancing its
technology infrastructure and making new investments in port assets, logistics
parks, delivery fleets and new verticals, such as cold chain, that will
continue to add value over the medium to long-term.
Over the past year, we continued to monetise our real estate portfolio with
the sale of a luxury villa in Phuket and partial sale of land held by Minuet.
The villa formed part of the settlement (together with cash) for a structured
loan transaction made by Symphony in 2014. The net proceeds received by
Symphony related to the villa sale amounted to US$5.40 million. The overall
annualised return and times money from the structured loan transaction
(including the villa sale) is 14.44% over a period of approximately eight
years and 1.94 times our cost, respectively. In addition to the villa sale,
Minuet Limited, a JV company that holds approximately 28.92 hectares of land
in Bangkok, completed the sale of a small parcel of land that generated
proceeds of US$4.77 million and entered into agreements to sell two additional
parcels for US$23.25 million. The sale price of the two additional parcels
will be completed in 2022 at 3.67 times Minuet's average cost of land, which
is indicative of the increasing land values in the area. Our other real estate
investment in Thailand includes SG Land Co. Ltd ("SG Land"), which holds the
leasehold rights to two office buildings in downtown Bangkok that provide an
attractive yield and regular distributions.
We also continue to hold real estate investments in Desaru, Malaysia and
Niseko, Hokkaido, Japan. The investment in Malaysia is through a joint venture
that has developed a luxury resort and villas managed by One&Only, and
which has won several accolades including one of Time Magazine's World's
Greatest Places in 2021. However, operations have been subdued due to movement
control orders that remained in place through much of the year. Restrictions
were loosened in October 2021 to allow interstate travel that raised occupancy
to EBITDA break-even levels. At the time of writing this, there is a strong
expectation of Malaysia's border reopening, which will only benefit this
property. Some infrastructure works are being completed in preparation for the
marketing launch for private luxury villas sales this year. There has already
been strong interest from local and international buyers for the villas on
this property, which will provide incremental value to Symphony in the coming
years.
The co-development of the site held by our Niseko joint venture and Hanwha
Hotels & Resorts ("HHR") is in the planning and approval process. Another
part of the development site that is wholly owned by HHR is under construction
and we understand that the pre-sale prices have been the highest achieved in
the Hirafu area despite a virtual halt of international travel to Niseko,
Japan. We believe this is a positive indication for the co-development project
and remaining land bank held by the Niseko joint venture.
We continue to see digital savvy populations across Asia growing rapidly,
resulting in a strong digital ecosystem which is driving economic growth. In
India for example, internet adoption jumped from 21% of households in 2017 to
61% of households in 2021 with over 624 million active internet users and the
highest mobile data usage per capita in the world. Aside from muting the
impact of Covid-19 restrictions, we see this digital transformation creating a
new breed of entrepreneurs and attractive investment opportunities. In line
with this theme, we evaluated a number of new economy businesses and made four
new investments in 2021. The additions to our portfolio include Meesho Inc., a
social e-commerce platform for micro-entrepreneurs and medium and small
enterprises, Kieraya Furnishing Solutions Pvt. Ltd, a residential furniture
rental services business, Catbus Infolabs Pvt. Ltd ("Blowhorn"), a same-day
intra-city last-mile logistics provider and Solar Square, a rooftop solar
panel solutions provider.
Our earlier new economy investments have continued to perform well. Smarten
Spaces ("Smarten"), a Singapore based software-as-a-service company that
provides software solutions for space management in commercial and industrial
properties grew its annualised run-rate revenue by 58.76% in 2021
year-over-year and now has deployments in over 100 cities across more than 20
countries. Smarten's customer base has grown by over 2.6 times in the past
year and includes 15 Fortune 500 companies. We completed a follow-on
investment in August Jewellery Pvt. Ltd. ("Melorra"), an omni-channel fast
fashion Indian jewellery company. Melorra grew its run-rate gross revenue by
over 149.59% in 2021 on the back of strong designs and effective marketing
campaigns. Our investments in Good Capital Fund 1 ("GCF1") and its general
partner have also shown good progress this past year. GCF1 exited its
investment in SimSim, a social commerce start-up, at 3.7 times its cost via a
sale to Google during the past year.
Despite a promising result last year, we are now facing new uncertainties
about the effects on the world economy of the war in Ukraine and related
concerns. While it may be premature to accurately gauge the effects of these
events on specific sectors and regions, we have chosen to adopt a cautious
approach to new investments while we try to better understand how recent
events may affect markets, valuations and investor behaviour. We see several
dark clouds over the global economy with potential risks on the horizon,
including inflation, geopolitical tensions and the possibility of new Covid-19
variants that may again upend economies. There has already been some re-rating
of valuations in private and public markets due to interest rate expectations
as central banks respond to inflationary pressures. However, we expect most
Asian countries to continue to benefit from the post-pandemic reopening. For
the time being we are comforted by the fact that our portfolio companies
appear to be well positioned to take advantage of any economic resurgence
coming out of either policy shifts or other macroeconomic developments in the
foreseeable future. As always in the past, we remain ever grateful to our
portfolio company's management teams for their ability to navigate difficult
and volatile markets over the past year, and to our shareholders for their
continued support.
Georges Gagnebin
Chairman, Symphony International Holdings Limited
Anil Thadani
Chairman, Symphony Asia Holdings Pte. Ltd.
15 March 2022
Investment Manager's Report
This "Investment Manager's Report" should be read in conjunction with the
financial statements and related notes of the Company. The financial
statements of the Company were prepared in accordance with the International
Financial Reporting Standards ("IFRS") and are presented in U.S. dollars. The
Company reports on each financial year that ends on 31 December. In addition
to the Company's annual reporting, NAV and NAV per share are reported on a
quarterly basis being the periods ended 31 March, 30 June, 30 September and 31
December. The Company's NAV reported quarterly is based on the sum of cash and
cash equivalents, temporary investments, the fair value of unrealised
investments (including investments in unconsolidated subsidiaries, associates
and joint ventures) and any other assets, less any other liabilities. The
financial results presented herein include activity for the period from 1
January 2021 through 31 December 2021, referred to as "the year ended 31
December 2021".
Our Business
Symphony is an investment company incorporated under the laws of the British
Virgin Islands. The Company's shares were listed on the London Stock
Exchange on 3 August 2007. Symphony's investment objective is to create
value for shareholders through longer term strategic investments in high
growth innovative consumer businesses, primarily in the healthcare,
hospitality and lifestyle sectors (including education and branded real estate
developments), which are expected to be fast growing sectors in Asia, as well
as through investments in special situations and structured transactions.
Symphony's Investment Manager is Symphony Asia Holdings Pte. Ltd. ("SAHPL").
The Company entered into an Investment Management Agreement with SAHPL as the
Investment Manager. Symphony Capital Partners Limited ("SCPL") is a service
provider to 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.
Investments
At 31 December 2021, the total amount invested by Symphony since admission to
the Official List of the London Stock Exchange in August 2007 was US$605.03
million (2020: US$581.56 million). SIHL's total cost of its unrealised
investment portfolio after taking into account shareholder loan repayments,
redemptions, partial realisations, dividends and interest income was US$60.97
million at 31 December 2021, down from US$93.15 million a year earlier.
The change is due to (i) the partial realisation of MINT shares generating net
proceeds of US$50.03 million, which cumulatively increased proceeds (including
partial realisations and dividend income) in excess of total cost for this
investment to US$225.49 million at 31 December 2021, (ii) the sale of a luxury
villa, which formed part of the settlement for a structured transaction, which
resulted in the reversal of the residual cost for this investment (before
taking into account interest income) of US$2.76 million (iii) distributions
from land related realisations amounting to US$1.45 million, (iv) new and
follow-on investments in unlisted investments amounting to US$23.47 million
and (v) other unlisted investment realisations, dividends, interest income and
minor items of US$1.42 million.
As at 31 December 2021, the healthcare, hospitality, lifestyle, lifestyle/real
estate, logistics, education and the new economy sector unrealised investments
accounted for 48.72%, -369.81%, 141.03%, 106.38%, 69.11%, 40.76% and 63.81% of
total cost of investments after taking into account shareholder loan
repayments, redemptions, partial realisations, dividends and interest income,
respectively. The negative net cost in the hospitality sector is due to
partial realisations related to MINT that have generated proceeds in excess of
cost.
The fair value of investments, excluding temporary investments, held by
Symphony was US$499.15 million at 31 December 2021, which compares to
US$402.51 million a year earlier. This change comprised an increase in the
value of listed and unlisted securities by US$130.07 million, new and
follow-on investments of US$23.47 million less realisations (including
divestments, shareholder loan repayments and return of capital) amounting to
US$56.90 million.
As at 31 December 2021, we had the following investments:
Indo Trans Logistics Corporation
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.
ITL has seen strong momentum across its key business lines that has
facilitated growth in revenue and EBITDA by 104.08% and 209.32% in 2021,
respectively. Aviation GSA and contract forwarding business almost doubled
during the same period, which provided ITL with more operating leverage. The
strong growth was driven by full consolidation of South Logistics Joint Stock
Company ("SoTrans"), a strong domestic economy that has a growing local
manufacturing base. The long-term outlook for the logistics sector in
Vietnam is attractive and ITL's management is focused on further upgrading its
technology infrastructure, making new investments to grow the business and
developing its real estate assets.
The Company acquired a significant minority interest in Indo Trans Logistics
Corporation ("ITL") in June 2019 for US$42.64 million and has a net cost of
US$42.14 million (2020: US$42.14 million). The fair value for Symphony's
interest in ITL at 31 December 2021 was US$143.99 million (2020: US$54.16
million).
Minuet Limited
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 31 December 2021 Minuet held approximately 180.75 rai (28.92
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 31 December 2021 the Company's investment cost
(net of shareholder loan repayments) was approximately US$17.81 million (31
December 2020: US$19.26 million). The fair value of the Company's interest in
Minuet on the same date was US$69.81 million (31 December 2020: US$69.02
million) based on an independent third party valuation of the land plus the
net value of the other assets and liabilities of Minuet. The marginal change
in value of Symphony's interest is due an increase in the valuation of
Minuet's land by 14.49%, which was partially offset by a depreciation in the
Thai baht by 10.85% and the repayment of US$1.45 million in shareholder loans
related to the sale of land during the year. Minuet entered into agreements
for the sale of two parcels land that will complete in 2022 and generate gross
proceeds of US$23.25 million.
Minor International Public Company Limited
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. Sunil Chandiramani (a Director of the
Company) currently serves as an advisor to 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.
MINT owns 372 hotels and manages 155 other hotels and serviced suites with
75,621 rooms. MINT owns and manages hotels in 56 countries predominantly under
its own brand names that include Anantara, Oaks, NH Collection, NH Hotels,
nhow, Elewana, AVANI, Per AQUUM and Tivoli.
As at 31 December 2021, MINT also owned and operated 2,389 restaurants under
the brands The Pizza Company, Swensen's, Sizzler, Dairy Queen, Burger King,
Beijing Riverside, Thai Express, Bonchon, Benihana and The Coffee Club amongst
others. Approximately two-thirds of these outlets are in Thailand with the
remaining number in other Asian countries, the Middle East and the United
Kingdom. MINT's operations also include contract manufacturing and an
international consumer brand distribution business in Thailand focusing on
fashion and lifestyle retail (386 outlets), wholesale and direct marketing
channels under brands that include Anello, Bossini, Esprit, Charles &
Keith and Radley amongst others.
MINT reported a strong rebound in core revenue and earnings before interest,
tax, depreciation and amortisation ("EBITDA") of 28.12% and 538.58%, in 2021
year-over-year, respectively. The performance was driven by reduced movement
and travel restrictions that benefited MINT's hospitality and F&B
businesses. The higher sales together with a cost minimization program
facilitated a larger increase in EBITDA during the same period.
Pent-up demand and opening of countries to travellers fuelled a strong rebound
in MINT's hotel operations. Revenue from hotel and related services increased
by 46.77% and EBITDA turned positive in 2021. Management are optimistic that
the recovery will continue to gain strength with the further relaxing of
border restrictions and higher vaccination rates.
At the end of 2021, MINT's total number of equity-owned and managed
restaurants were 1,205 and 1,184, respectively. Minor's food business
continued to perform well and has remained profitable since Q3 2020. Despite
the challenging operating environment in Thailand, 2021 group-wide
total-system-sales increased by 3.1%, supported by business growth in China
and Australia. Core EBITDA increased by 16.41% during the same period due to
operational efficiencies and cost management initiatives. The operating
environment continued to improve during the latter half of the year due to
more dine-in traffic following the relaxation of restrictions in Thailand.
Revenue from MINT's retail trading and contract manufacturing businesses
declined by 23.08% during 2021. The contraction was due to the challenging
environment, including government mandated intermittent shop closures in
Thailand to contain Covid-19 transmission. The situation continues to improve
with the sustained opening of retail outlets and reduced disruptions to
operations during the last quarter of 2021.
Symphony's gross investment cost in MINT was US$82.82 million (2020: US$82.82
million) at 31 December 2021. The net cost on the same date, after deducting
partial realisations and dividends received, was (US$225.49 million) (2020:
(US$175.46 million)). The negative net cost is due to the proceeds from
partial realisations and dividends being in excess of cost for this
investment. The fair value of Symphony's investment in MINT at 31 December
2021 was US$67.97 million (2020: US$109.03 million). The change in value of
approximately (US$41.06 million) is due to the sale of 49.25 million shares
and 12.34 million warrants during the year that generated net proceeds of
US$50.03 million and a depreciation in the onshore Thai baht rate by 11.54%,
which were partially offset by an increase in MINT's share price by 11.76%.
Liaigre Group
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 27 showrooms in 12 countries across Europe, the US and
Asia, Liaigre undertakes exclusive interior architecture projects for select
yachts, hotels, and restaurants and private residences.
Liaigre's retail operations rebounded in 2021, partly driven by consumers
upgrading and spending more on homes during the pandemic. Showroom orders and
total orders grew by 43.38% and 25.70% in 2021, respectively. Asia continued
to grow more quickly with orders increasing by 92.70% during the same period
to account for 23.89% of total showroom sales, up from 17.78% the year before.
The interior architecture business is performing well and the pipeline of
projects continues to grow. Overall, the orders on hand at Liaigre at 31
December 2021 amounted to 43.70% of the group's budgeted sales for 2022,
providing strong momentum for the new year.
Symphony's gross investment cost in Liaigre was US$79.68 million (2020:
US$79.68 million) at 31 December 2021. The net cost on the same date, after
deducting partial realisations, was US$67.63 million (2020: US$67.63 million).
The fair value of Symphony's investment at 31 December 2021 was US$37.36
million (2020: US$22.27 million). The change in value since 2020, is due to a
strong improvement in the business.
Property Joint Venture in Malaysia
The Company has a 49% interest 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 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 One&Only Desaru Coast Resort saw a pickup in occupancies in the last
quarter of 2021 following the lifting of interstate movement controls for
vaccinated travellers in October. The domestic demand alone for luxury leisure
trips raised the resorts occupancy to EBITDA break-even levels. The gradual
opening-up to international travel with vaccinated travel lanes with Singapore
in January 2022 and potentially Thailand is positive news for the domestic
tourism market that should benefit this property. The management team is
preparing to launch the marketing for the luxury villa sales on the property
that will provide incremental value to Symphony in the coming years.
Symphony invested approximately US$58.78 million (2020: US$58.78 million) in
the joint venture at 31 December 2021. The fair value for this investment
based on an independent third-party valuation on the same date was US$28.96
million (2020: US$35.30 million). The change in value from a year earlier is
due to a decline in the value of the land by US$1.37 million, a depreciation
in the Malaysian ringgit by 3.63% and an increase in liabilities related to
the financing structure for the development.
Soothe
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
its equity investment in Soothe in August 2019 and became a significant
minority shareholder in the company. Symphony subsequently made investments
through convertible notes in 2020 and 2021. The total investment cost is less
than 5% of NAV.
Soothe has seen sales increase by 86.01% during 2021 compared to a year
earlier. The strong growth has been driven by an expanding distribution
network, successful market initiatives and launch of new products. In June
2021 Soothe complete a Series-C capital raise at a valuation equal 1.88 times
Symphony's cost. Later in the year, a material secondary transaction was
completed by a third-party institutional investor at 2.41 times Symphony's
cost. The higher valuation for Soothe is reflective of the strong growth
profile, prospects, and quality of this business. Management continues to
focus on growing the business while improving margins by bringing the
manufacturing of some new products in-house.
Symphony's gross and net investment cost in Soothe was US$8.88 million (2020:
US$6.88 million) at 31 December 2021. The fair value of Symphony's investment
at 31 December 2021 was US$27.86 million (2020: US$11.09 million). The change
in value is due to an increase in investment by US$2.0 million during 2021, a
material secondary transaction in the shares of Soothe by a third party at a
higher valuation and strong growth in the business.
ASG
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. Shashank Gang. ASG's operations have
since grown to 43 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.
The management team of ASG has been successful in scaling the business
organically and inorganically. Sales grew by 107.29% in 2021 while normalised
EBITDA grew over four-fold during the same period as clinics continued to
ramp-up operations and gained efficiencies from newly acquired operations. In
February 2022, ASG was approved by creditors to acquire Vasan Health Care
Private Limited, which has around 90 clinics mainly in southern India. The
acquisition is subject to regulatory approval and if successful, will add
considerable scale to ASG's operations.
Symphony's gross and net investment cost in ASG was US$20.67 million (2020:
US$20.13 million) at 31 December 2021. The fair value of Symphony's investment
at 31 December 2021 was US$24.72 million (2020: US$18.98 million). The change
in value is due to the purchase of additional shares of ASG for US$0.54
million during 2021 and a strong improvement in the business.
Other Investments
In addition to the investments above, Symphony has 14 additional non-material
investments, at 31 December 2021. Pending investment in suitable
opportunities, Symphony has placed funds in certain temporary investments.
Capitalisation and NAV
As at 31 December 2021, the Company had US$409.70 million (31 December 2020:
US$409.70 million) in issued share capital and its NAV was approximately
US$488.75 million (31 December 2020: US$379.05 million). 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.
Symphony was admitted to the Official List of the London Stock Exchange
("LSE") on 3 August 2007 under Chapter 14 of the Listing Manual of the LSE.
The proceeds from the IPO amounted to US$190 million before issue expenses
pursuant to which 190.0 million new shares were issued in the IPO. In
addition to these 190.0 million shares and 94.9 million shares pre-IPO, a
further 53.4 million shares were issued comprising of the subscription of 13.2
million shares by investors and SIHL's investment manager, the issue of 33.1
million bonus shares, and the issue of 7.1 million shares to SIHL's investment
manager credited as fully paid raising the total number of issued shares to
338.3 million.
The Company issued 4,119,490 shares, 2,059,745 shares, 2,059,745 shares and
2,059,745 shares on 6 August 2010, 21 October 2010, 4 August 2011 and 23
October 2012, respectively, credited as fully paid, to the Investment Manager,
Symphony Investment Managers Limited. The shares were issued as part of the
contractual arrangements with the Investment Manager.
On 4 October 2012, SIHL announced a fully underwritten 0.481 for 1 rights
issue at US$0.60 per new share to raise proceeds of approximately US$100
million (US$93 million net of expenses) through the issue of 166,665,997
million new shares, fully paid, that commenced trading on the London Stock
Exchange on 22 October 2012.
As part of the contractual arrangements with the Investment Manager in the
Investment Management Agreement, as amended, the Investment Manager was
granted 82,782,691 and 41,666,500 share options to subscribe for ordinary
shares at an exercise price of US$1.00 and US$0.60 on 3 August 2008 and 22
October 2012, respectively. The share options vest in equal tranches over a
five-year period from the date of grant. As at 31 December 2018, 41,666,500
share options with an exercise price of US$0.60 had been exercised and all the
82,782,691 options had lapsed and expired. There were no share options
outstanding at 31 December 2021.
During 2017, 43,525,000 shares were bought back and cancelled, as part of a
share buyback programme announced on 16 January 2017. Together with the shares
issued to the Investment Manager, the shares issued pursuant to the rights
issue, shares issued pursuant to the exercise of options and shares cancelled
pursuant to the share buyback programme, the Company's fully paid issued share
capital was 513.4 million shares at 31 December 2021 (2020: 513.4 million
shares).
Revenue and Other Operating Income
Management concluded during 2014 that the Company meets the definition of an
investment entity and adopted IFRS 10, IFRS 12 and IAS 27 standards where
subsidiaries are de-consolidated and their fair value is measured through
profit or loss. As a result, revenue, such as dividend income, from underlying
investments in subsidiaries is no longer consolidated.
During 2021, Symphony recognised other operating income of US$182.23 million
that mainly comprised intercompany dividend transactions. This compares to
other operating income of US$5.16 million in 2020 which comprised foreign
exchange gains from intercompany loans and reflects the weaker US dollar
during the year.
Expenses
Other Operating Expenses
Other operating expenses include fees for professional services, interest
expense, insurance, communication, foreign exchange losses, travel, Directors'
fees and other miscellaneous expenses and costs incurred for analysis of
proposed deals. For the year ended 31 December 2021, other operating
expenses amounted to US$5.61 million (2020: US$1.92 million), which includes
US$4.18 million in foreign exchange losses. Excluding foreign exchange losses
and interest expense, other operating expenses in 2020 and 2021 would be
US$1.28 million and US$1.41 million, respectively. The increase in expenses of
US$134,000 in 2021 is predominantly due to higher legal expenses.
Management Fee
The management fee amounted to US$9.06 million for the year ended 31 December
2021 (2020: US$8.71 million). The management fee was calculated on the basis
of 2.25% of NAV (with a floor and cap of US$8 million and US$15 million per
annum, respectively) pursuant to the Investment Management Agreement for fees
payable from 1 January to 30 September 2020. The Investment Manager announced
a voluntary reduction in management fees effective with the fee payable on 1
October 2020 whereby the minimum fee or the floor was reduced from US$8
million to US$6 million. There is no other change to the fee calculation.
Liquidity and Capital Resources
At 31 December 2021, Symphony's cash balance was US$8.36 million (31 December
2020: US$257,000). Symphony's primary uses of cash are to fund investments,
pay expenses and to make distributions to shareholders, as declared by our
board of directors. Symphony can generate additional cash from time-to-time
from the sale of listed securities that are liquid and amount
to US$67,972,000 (31 December 2020: US$109,027,000) and which are held
through intermediate holding companies. Taking into account current market
conditions, it is expected that Symphony has sufficient liquidity and capital
resources for its operations. The primary sources of liquidity are capital
contributions received in connection with the initial public offering of
shares, related transactions and a rights issue (See description under
"Capitalisation and NAV"), in addition to cash from investments that it
receives from time to time and bank facilities.
This cash from investments is in the form of dividends on equity investments,
payments of interest and principal on fixed income investments and cash
consideration received in connection with the disposal of investments.
Temporary investments made in connection with Symphony's cash management
activities provide a more regular source of cash than less liquid longer-term
and opportunistic investments, but generate lower expected returns. Other than
amounts that are used to pay expenses, or used to make distributions to our
shareholders, any returns generated by investments are reinvested in
accordance with Symphony's investment policies and procedures. Symphony may
enter into one or more credit facilities and/or utilise other financial
instruments from time to time with the objective of increasing the amount of
cash that Symphony has available for working capital or for making
opportunistic or temporary investments. At 31 December 2021, the Company had
total interest-bearing borrowings of $Nil (31 December 2020: US$2.73 million).
Principal Risks
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 den 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.
ANIL THADANI
Chairman, Symphony Asia Holdings Pte. Ltd.
15 March 2022
Directors' Responsibility Statement
We, the directors of Symphony International Holdings Limited, confirm that to
the best of our knowledge:
(a) the condensed financial statements 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 condensed 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 the financial
year and their impact on the financial statements, and a description of the
principal risks and uncertainties; and
(ii) DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in 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
Unaudited condensed statement of financial position
As at 31 December 2021
Note 2021 2020
US$'000 US$'000
Non-current assets
Financial assets at fair value through profit or loss 8 480,755 381,949
Prepayment * *
480,755 381,949
Current assets
Other receivables and prepayments 70 73
Cash and cash equivalents 8,357 257
8,427 330
Total assets 489,182 382,279
Equity attributable to equity holders
of the Company
Share capital 409,704 409,704
Accumulated profits/(losses) 79,151 (30,645)
Total equity carried forward 488,855 379,059
Current liabilities
Interest-bearing borrowings - 2,730
Other payables 327 490
Total liabilities 327 3,220
Total equity and liabilities 489,182 382,279
* Less than US$1,000
Symphony International Holdings Limited
Unaudited condensed statement of comprehensive income
For the financial year ended 31 December 2021
Note 2021 2020
US$'000 US$'000
Other operating income 6 182,234 5,156
Other operating expenses 7 (5,609) (1,923)
Management fees (9,057) (8,712)
Profit/(Loss) before investment results and income tax 167,568 (5,479)
Loss on disposal of financial assets at fair value through profit or loss (4) -
Fair value changes in financial assets at fair value 9 (45,094) (119,111)
through profit or loss
Profit/(Loss) before income tax 122,470 (124,590)
Income tax expense - -
Profit/(Loss) for the year 122,470 (124,590)
Other comprehensive income for the year, net of tax - -
Total comprehensive income for the year 122,470 (124,590)
Earnings per share:
US Cents US Cents
Basic 10 23.86 (24.27)
Diluted 23.86 (24.27)
Symphony International Holdings Limited
Unaudited condensed statement of changes in equity
For the financial year ended 31 December 2021
Share Accumulated profits/(losses) Total
capital
equity
US$'000 US$'000 US$'000
At 1 January 2020 409,704 93,945 503,649
Total comprehensive income for the year - (124,590) (124,590)
At 31 December 2020 409,704 (30,645) 379,059
At 1 January 2021 409,704 (30,645) 379,059
Total comprehensive income for the year - 122,470 122,470
Transaction with owners of the Company, recognised directly in equity
Distributions to owners
Forfeiture of dividend paid in prior years - 160 160
Dividend paid of US$0.025 per share - (12,834) (12,834)
Total transaction with owners of the Company - (12,674) (12,674)
At 31 December 2021 409,704 79,151 488,855
Symphony International Holdings Limited
Unaudited condensed statement of cash flows
For the financial year ended 31 December 2021
2021 2020
US$'000 US$'000
Cash flows from operating activities
Profit/(Loss) before income tax 122,470 (124,590)
Adjustments for:
Dividend income (182,232) -
Exchange loss/(gain), net 4,181 (5,126)
Interest income (2) (28)
Interest expense 18 647
Loss on disposal of financial assets at fair value through profit or loss 4 -
Fair value changes in financial assets at fair value through profit or loss 45,094 119,111
(10,467) (9,986)
Changes in:
- Other receivables and prepayments 3 (15)
- Other payables (160) 72
(10,624) (9,929)
Dividend received from unconsolidated subsidiary 4,007 -
Interest received (net of withholding tax) 2 40
Net cash used in operating activities (6,615) (9,889)
Cash flows from investing activities
Net proceeds received from unconsolidated subsidiaries 30,108 73,670
Refund/(purchase) of investments 27 (260)
Net cash from investing activities 30,135 73,410
Cash flows from financing activities
Interest paid (18) (770)
Dividend paid (12,834) -
Forfeiture of dividend paid in prior years 160 -
Repayment of borrowings (2,730) (70,146)
Net cash used in financing activities (15,422) (70,916)
Net increase/(decrease) in cash and cash equivalents 8,098 (7,395)
Cash and cash equivalents at 1 January 257 7,671
Effect of exchange rate fluctuations 2 (19)
Cash and cash equivalents at 31 December 8,357 257
Significant non-cash transactions
During the financial year ended 31 December 2021, the Company received
dividends of US$182,232,000 (2020: Nil) from its unconsolidated subsidiaries
of which US$173,986,000 (2020: Nil) was set off against the non-trade amounts
due to the unconsolidated subsidiaries.
Symphony International Holdings Limited
Notes to the unaudited condensed financial statements
For the financial year ended 31 December 2021
These notes form an integral part of the unaudited condensed financial
statements
1 Reporting entity
Symphony International Holdings Limited (the "Company") is a company domiciled
in the British Virgin Islands.
2 Statement of compliance
The accounting policies applied by the Company in these condensed financial
statements are the same as those applied by the Company in its financial
statements as at and for the year ended
31 December 2021, except for the adoption of the following new accounting
standards, amendments to and interpretations effective for annual periods
beginning on 1 January 2021:
New standards and amendments
The Company has applied the following IFRSs, amendments to and interpretations
of IFRS for the first time for the annual period beginning on 1 January 2021:
· COVID-19-Related Rent Concessions (Amendments to IFRS 16)
· Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS
39, IFRS 7, IFRS 4 and IFRS 16)
The application of these amendments to standards and interpretations did not
have a material effect on the financial statements.
These unaudited condensed financial statements were approved by the Board of
Directors on 15 March 2022.
3 Basis of preparation
The financial statements have been prepared on a fair value basis, except for
certain items which are measured on a historical cost basis. The financial
statements are presented in thousands of United States dollars (US$'000),
which is the Company's functional currency, unless otherwise stated.
4 Estimates and judgement
The preparation of these unaudited condensed financial statements requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these
estimates.
In preparing these unaudited condensed 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 financial statements as at and for the year ended 31 December
2020.
COVID-19 pandemic
The COVID-19 pandemic has increased the estimation uncertainty in developing
significant accounting estimates, predominantly related to financial assets at
fair value through profit or loss.
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 containment measures by governments, businesses and consumers to contain
the spread of the virus; 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 31 December 2021
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 COVID-19 pandemic on financial assets at fair value through
profit or loss is discussed further in Note 10.
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 2021.
6 Other operating income
2021 2020
US$'000 US$'000
Dividend income 182,232 -
Interest income 2 28
Other income - 2
Exchange gain, net - 5,126
182,234 5,156
7 Other operating expenses
2021 2020
US$'000 US$'000
Exchange loss, net 4,181 -
Non-executive director remuneration 400 400
General operating expenses 1,028 1,523
5,609 1,923
8 Financial assets at fair value through profit or loss
During the financial year ended 31 December 2021, the Company recognised changes in the financial assets at fair value through profit and loss of a loss of US$45,094,000 (31 December 2020: US$119,111,000).
9 Financial instruments
Carrying amounts versus fair values
The fair values of financial assets and financial liabilities, together with
the carrying amounts in the unaudited condensed statement of financial
position, are as follows. It does not include fair value information for
financial assets and financial liabilities not measured at fair value if the
carrying amount is a reasonable approximation of fair value.
Carrying amount
Fair value through Amortised cost Other Total Fair value
profit or loss
financial liabilities
US$'000 US$'000 US$'000 US$'000 US$'000
31 December 2021
Financial assets measured at
fair value
Financial assets at fair value through profit or loss 480,755 - - 480,755 480,755
Financial assets not measured
at fair value
Other receivables(1) - 1 - 1
Cash and cash equivalents - 8,357 - 8,357
480,755 8,358 - 489,113
Financial liabilities not measured at fair value
Other payables - - (327) (327)
31 December 2020
Financial assets measured at
fair value
Financial assets at fair value through profit or loss 381,949 - - 381,949 381,949
Financial assets not measured
at fair value
Other receivables(1) - 1 - 1
Cash and cash equivalents - 257 - 257
381,949 258 - 382,207
Financial liabilities not measured at fair value
Interest-bearing borrowings - - (2,730) (2,730)
Other payables - - (490) (490)
- - (3,220) (3,220)
(1 )Excludes prepayments
Quoted investments
Fair value is based on quoted market bid prices at the reporting date without
any deduction for transaction costs.
Unquoted investments
The fair value of unquoted equity investments including joint ventures and
associates are measured 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.
Other financial assets and liabilities
The notional amounts of financial assets and liabilities with a maturity of
less than one year or which reprice frequently (including other receivables,
cash and cash equivalents, other payables, and interest-bearing borrowings)
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
31 December 2021
Financial assets at fair value through profit or loss - - 480,755 480,755
Level 1 Level 2 Level 3 Total
US$'000 US$'000 US$'000 US$'000
31 December 2020
Financial assets at fair value through profit or loss - - 381,949 381,949
Significant unobservable inputs used in measuring fair value
This table below sets out information about significant unobservable inputs
used at 31 December 2021 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 Fair value at 31 December Valuation technique Unobservable input Range Sensitivity to changes in
significant unobservable inputs
at 31 December 2020 (Weighted average)
2021
US$'000 US$'000
Rental properties 6,191 8,093 Income approach Rental growth rate 0%-3% The estimated fair value would increase if the rental growth rate and
occupancy rate were higher and the discount rate was lower.
(2020: 0%-9%)
Occupancy rate
80%-90%
(2020: 80%-90%)
Discount rate 13%-13.5%
(2020: 13%-13.5%)
Land related investments 98,838 111,189 Comparable valuation Price per square meter for comparable land US$27-US$3,910 per square meter (2020: US$28- US$4,358 per square meter) The estimated fair value would increase if the price per square meter was
higher.
method
Operating business 276,793 133,908 Enterprise value using comparable traded multiples, adjusted net asset value Earnings before interest, tax, depreciation and amortisation ("EBITDA") 2.4x-155.8x, median 14.4x The estimated fair value would increase if the EBITDA multiple was higher.
or option pricing model multiple (times)
(2020: 3.2x-71.4x, median 12.6x)
Revenue multiple (times) 2.9x-23.3x, median 10.5x The estimated fair value would increase if the Revenue multiple was higher.
(2020: 0.6x-44.6x, median 6.8x)
Discount for lack of marketability 25% The estimated fair value would increase if the discount for lack of
(2020: 25%) marketability was lower.
Description Fair value Fair value at 31 December Valuation technique Unobservable input Range Sensitivity to changes in
significant unobservable inputs
at 31 December 2020 (Weighted average)
2021
US$'000 US$'000
Operating business (continued) Discount to tangible assets for lack of liquidity N/A The estimated fair value would increase if the discount was lower.
(2020: 25%- 100%)
Volatility 40%-63% The estimated fair value would increase if volatility was higher
(2020: 40%-43%)
Risk-free rate 1.3%-6.5% The estimated fair value would increase if risk free rate was lower
(2020: 3%-5.9%)
Greenfield business held for more than 12-months 12,200 11,851 Discounted cashflow method Revenue growth 4.9%-40% The estimated fair value would increase if the revenue growth increases,
expenses ratio decreases, and WACC was lower.
(2020: 3.5%-61.5%)
72.7%-107.0%
Expense ratio (2020: 74.7%-102.4%)
12.5%
(2020: 12.0%)
Weighted average cost of capital ("WACC")
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 adopt a valuation report produced by an
independent valuer that determines the discount based on the independent
valuers 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 adopt a valuation report produced by an independent valuer
to determine the value per square meter based on the average recent sales
prices.
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.
Where an EBITDA multiple is not available, the net assets may be used as a
proxy for fair value of an underlying investment. In such instances, a
discount to certain tangible assets, including inventory, trade receivables
and fixed assets are taken for lack of liquidity to arrive at an adjusted net
asset value.
During the year ended 31 December 2021, two investments that were respectively
valued using the revenue multiple and adjusted net assets techniques in the
prior year were both valued using the EBITDA multiple in the current year due
to changes in the profitability of the underlying investee companies.
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.
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$67,972,000 (2020: US$109,027,000) are held through
intermediate holding companies; the value of these companies are mainly
determined by the fair values of the ultimate investments.
Level 3 valuations
The following table shows a reconciliation from the beginning balances to the
ending balances for fair value measurements in Level 3 of the fair value
hierarchy.
2021 2020
Financial assets at fair value through profit or loss
US$'000 US$'000
Balance at 1 January 381,949 569,339
Fair value changes in profit or loss (45,094) (119,111)
Net payment to/(repayment from) unconsolidated subsidiaries 138,691 (74,808)
Net additions 5,209 6,529
Balance at 31 December 480,755 381,949
Sensitivity analysis
Although the Company believes that its estimates of fair value are
appropriate, the use of different methodologies or assumptions could lead to
different measurements of fair value. For fair value measurements in Level 3
assets, changing one or more of the assumptions used to reasonably possible
alternative assumptions would have effects on the profit or loss by the
amounts shown below. The effect of the COVID-19 pandemic has meant that the
range of reasonably possible changes is wider than in pre-pandemic periods.
‹----- 31 December 2021 -----› ‹----- 31 December 2020 -----›
Effect on profit or loss Effect on profit or loss
Favourable (Unfavourable) Favourable (Unfavourable)
US$'000 US$'000 US$'000 US$'000
Level 3 assets 95,720 (84,669) 72,267 (56,134)
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% (2020: 10%) for the favourable scenario and reduced by 10%
(2020: 10%) for the unfavourable scenario. The discount rate used to
calculate the present value of future cash flows was also decreased by 2%
(2020: 2%) for the favourable case and increased by 2% (2020: 2%) 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 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 % (2020: 20%) in the favourable scenario
and reduced by 20 % (2020: 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 EBITDA or
revenue, EBITDA is increased by 20% (2020: 20%) and decreased by 20 % (2020:
20%) and revenue is increased by N/A (2020: 20%) and decrease by N/A (2020:
20%) in the favourable and unfavourable scenarios respectively. Similarly,
where adjusted net tangible assets are used, the value is increased by N/A
(2020: 20%) and decreased by N/A (2020: 20%) in the favourable and
unfavourable scenarios.
For operating business that are valued using an option pricing model, the
volatility is increased by 10 % (2020: 10%) and the risk-free rate is reduced
by 2% (2020: 2%) in the favourable scenario. The volatility is reduced by 10%
(2020: 10%) and the risk-free rate is increased by 10% (2020: 2%) in the
unfavourable scenario.
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 % (2020: 2%), the expense ratio rate is
decreased by 10 % (2020: 10%) and the WACC is reduced by 2% (2020: 2%) in the
favourable scenario. Conversely, in the unfavourable scenario, the revenue
growth rate is reduced by 2% (2020: 2%), the expense ratio rate is increased
by 10% (2020: 10%) and the WACC is increased by 2% (2020: 2%).
10 Earnings per share
2021 2020
US$'000 US$'000
Basic and diluted earnings per share are based on:
Profit/(Loss) for the year attributable to ordinary shareholders 122,470 (124,590)
Basic and diluted earnings per share
Number of shares Number of shares
2021 2020
Issued ordinary shares at 1 January and 31 December 513,366,198 513,366,198
Weighted average number of shares (basic and diluted) 513,366,198 513,366,198
At 31 December 2021 and 31 December 2020, there were no outstanding share
options to subscribe for ordinary shares of no par value.
11 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.
For the year ending 31 December 2021, the Company has renamed its 'Other'
segment as 'New economy'.
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)
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 a villa in
Phuket, Thailand
Education Includes WCIB International Co. Ltd. (WCIB) and Creative Technology Solutions
DMCC (CTS)
Logistics Indo Trans Logistics Corporation
New Economy Includes Smarten Spaces Pte. Ltd. (Smarten), Good Capital Partners and Good
Capital Fund I (collectively, Good Capital), August Jewellery Pvt Ltd
(Melorra), Kieraya Furnishing Solutions Private Limited (Furlenco), Meesho
Inc. (Meesho), Catbus Infolabs Pvt. Ltd (Blowhorn), Solarsquare Energy Pvt
Limited (Solar Square) 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
Information on reportable segments
Healthcare Hospitality Education Lifestyle Lifestyle/ Logistics Cash and temporary investments New Economy Total
Real Estate
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
31 December 2021
Investment income
- Interest income - - - - - - 2 - 2
- Dividend income 37,458 140,000 - - - - 4,774 - 182,232
37,458 140,000 - - - - 4,776 - 182,234
Fair value changes of financial assets at fair value through profit or loss (17,550) (130,998) 1,890 23,348 (5,081) 89,814 (4,790) (1,727) (45,094)
Loss on disposal of financial assets at fair value through profit or loss - - - - - - (4) - (4)
Exchange loss, net (2) - (2) (3,114) (1,076) (1) 16 (2) (4,181)
(17,552) (130,998) 1,888 20,234 (6,157) 89,813 (4,778) (1,729) (49,279)
Net investment results 19,906 9,002 1,888 20,234 (6,157) 89,813 (2) (1,729) 132,955
31 December 2020
Investment income
- Interest income - - - - 5 - 23 - 28
- Other income - - - - - - 2 - 2
- Exchange gain, net 2 * 2 3,685 1,362 1 72 2 5,126
2 * 2 3,685 1,367 1 97 2 5,156
Fair value changes of financial assets at fair value through profit or loss 2,775 (103,501) (16,446) (3,969) (13,685) 11,487 2 4,226 (119,111)
Net investment results 2,777 (103,501) (16,444) (284) (12,318) 11,488 99 4,228 (113,955)
31 December 2021
Segment assets 52,830 68,487 16,765 53,415 105,029 143,989 8,366 40,231 489,112
Segment liabilities - - - - - - - - -
31 December 2020
Segment assets 30,258 109,239 12,466 33,166 119,283 54,155 268 23,371 382,206
Segment liabilities - - - - - - (2,730) - (2,730)
* Less than US$1,000
The reportable operating segments derive their revenue primarily by achieving
returns, consisting of dividend income, interest income and appreciation in
fair value. The Company does not monitor the performance of the investments
by measure of profit or loss.
Reconciliations of reportable segment profit or loss and assets
31 December 31 December
2021 2020
US$'000 US$'000
Profit or loss
Net investments results 134,684 (118,183)
Net investment results for new economy segment (1,729) 4,228
Unallocated amounts:
- Management fees (9,057) (8,712)
- Non-executive director remuneration (400) (400)
- Other corporate expenses (1,028) (1,523)
Profit/(Loss) for the year 122,470 (124,590)
Assets
Total assets for reportable segments 448,881 358,835
Assets for new economy segment 40,231 23,371
Other assets 70 73
Total assets 489,182 382,279
Liabilities
Total liabilities for reportable segments - 2,730
Other payables 327 490
Total liabilities 327 3,220
12 Significant related party transactions
For the purposes of these condensed 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 year ended 31 December 2021, the Company recognised
dividend income from its unconsolidated subsidiaries amounting to
US$182,232,000 (2020: US$ Nil).
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.
During the financial year, directors' fees amounting to US$400,000 (2020:
US$400,000) were declared as payable to four directors (2020: four directors)
of the Company. The remaining two directors of the Company are also
directors of the Investment Manager who provides management and administrative
services to the Company on an exclusive and discretionary basis. No
remuneration has been paid to these directors as the cost of their services
form part of the Investment Manager's remuneration.
Other related party transactions
During the financial year ended 31 December 2021, the Company recognised
interest income from its unconsolidated subsidiaries totalling US$ Nil (31
December 2020: US$5,000).
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 2020.
During the financial year ended 31 December 2021, management fee amounting to
US$9,057,000 (31 December 2020: US$8,712,000) paid/payable to the Investment
Manager has been recognised in the condensed financial statements.
As at 31 December 2021 and 31 December 2020, the Investment Manager had not
been issued any management shares.
Other than as disclosed elsewhere in the condensed unaudited financial
statements, there were no other significant related party transactions during
the years ended 31 December 2021 and 31 December 2020.
13 Commitments
In September 2008, the Company entered into a loan agreement with a joint
venture, held via its unconsolidated subsidiary, to grant loans totaling
US$4,215,000 (THB140,000,000). As at
31 December 2021, US$3,613,000 (THB120,000,000) (2020: US$4,005,000
(THB120,000,000)) has been drawn down. The Company is committed to grant the
remaining loan amounting to US$602,000 (THB20,000,000) (2020: US$668,000
(THB20,000,000)), subject to terms set out in the agreement.
The Company has committed to subscribe to Good Capital Fund I for an amount
less than 1% of NAV. Approximately 50% of this commitment had been funded as
at 31 December 2021 with 50% of the commitment subject to be called over the
next two years.
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.
14 Subsequent events
Subsequent to 31 December 2021,
· the Company completed a follow-on investment in WCIB International
Co. Ltd. for the ongoing phased development of the school. The investment
amounted to less than 1% of the Company's NAV.
· On 24 February 2022, Russian troops invaded Ukraine and commenced
military operations in multiple locations. These ongoing operations have led
to casualties, damage to infrastructure and disruption to economic activity in
Ukraine. In response, multiple jurisdictions have announced initial tranches
of economic sanctions on Russia and large public and private companies have
announced voluntary actions to curtail business activities with Russia.
Currently, there is a significant increase in economic uncertainty which is,
for example, evidenced by more volatile asset prices and currency exchange
rates.
For the year ending 31 December 2021, the conflict in Ukraine and the related
impacts are considered non-adjusting events. Consequently, there is minimal
impact on the recognition and measurement of asset and liabilities. Due to the
uncertainty of the outcome of the current events, Management cannot reasonably
estimate the impact these events will have on the Company's financial
position, results of operations or cash flows in the future.
15 COVID-19
On 11 March 2020, the World Health Organisation declared the COVID-19 outbreak
a pandemic in recognition of its rapid spread across the globe. The outbreak
and the response of governments in dealing with the pandemic has seen a
corresponding significant increase in financial market volatility and
corresponding fluctuations in the fair value of the Company's investment
portfolio.
Management of the Company has performed an assessment of the impact of
COVID-19 outbreak on its investment portfolio and believes that the fair value
of its investment portfolio reflects the conditions known as at 31 December
2021.
The COVID-19 crisis is still unfolding, and the full impact of the pandemic is
not capable of being qualitatively or quantitatively assessed on the
businesses of the investee companies and on the value of the Company's
investment portfolio. Accordingly, Management has considered a wider range of
reasonably possible changes in the fair value of Level 3 assets in their
sensitivity analysis in the current year as compared to pre-pandemic
years. Management will continue to assess the situation and take
precautionary measures to deal with the implications of COVID-19 in accordance
with guidelines provided by the different authorities and will take the
necessary actions to ensure the long-term sustainability of the Company.
IMPORTANT INFORMATION
This document is not for release, publication or distribution, in whole or in
part, directly or indirectly, in or into the United States or any other
jurisdiction into which the publication or distribution would be unlawful.
These materials do not constitute an offer to sell or issue or the
solicitation of an offer to buy or acquire securities in the United States or
any other jurisdiction in which such offer or solicitation would be unlawful.
THE securities referred to in this document have not been and will not be
registered under the securities laws of such jurisdictions and may not be
sold, resold, taken up, transferred, delivered or distributed, directly or
indirectly, within such jurisdictions.
No representation or warranty is made by the Company or its Investment Manager
as to the accuracy or completeness of the information contained in this
document and no liability will be accepted for any loss whatsoever arising in
connection with such information.
This Document contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events. These statements, which sometimes use words such as
"anticipate", "believe", "could", "estimate", "expect", "intend", "may",
"plan", "potential", "should", "will" and "would" or the negative of those
terms or other comparable terminology, are based on the Company's beliefs,
assumptions and expectations of its future performance, taking into account
all information currently available to it at the date of this document. These
beliefs, assumptions and expectations can change as a result of many possible
events or factors, not all of which are known to the Company at the date of
this announcement or are within its control. If a change occurs, the Company's
business, financial condition and results of operations may vary materially
from those expressed in its forward-looking statements. Neither the Company
nor its Investment Manager undertake to update any such forward looking
statements
Statements contained in this DOCUMENT regarding past trends or activities
should not be taken as a representation that such trends or activities will
continue in the future. The information contained in this document is subject
to change without notice and, except as required by applicable law, neither
the Company nor THE INVESTMENT MANAGER assumes any responsibility or
obligation to update publicly or review any of the forward-looking statements
contained herein. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this announcement.
This document is for information purposes only and does not constitute an
invitation or offer to underwrite, subscribe for or otherwise acquire or
dispose of any securities of the Company in any jurisdiction. All investments
are subject to risk. Past performance is no guarantee of future returns.
Shareholders and prospective investors are advised to seek expert legal,
financial, tax and other professional advice before making any investment
decisions.
This DOCUMENT is not an offer of securities for sale into the United States.
The Company's securities have not been, and will not be, registered under the
United States Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an exemption from registration. There
will be no public offer of securities in the United States.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this DOCUMENT.
The Company and the Investment Manager are not associated or affiliated with
any other fund managers whose names include "Symphony", including, without
limitation, Symphony Financial Partners Co., Ltd.
End of Announcement
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