REG - Symphony Int Hdgs - Preliminary Results
20/03/2024 07:00
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RNS Number : 4966H Symphony International Holdings Ltd 20 March 2024
Not for Distribution, directly or indirectly, in or into the United States or
any jurisdiction in which such distribution would be unlawful.
20 March 2024
Symphony International Holdings Limited
Financial Results for the year ended 31 December 2023
Symphony International Holdings Limited ("Symphony" or the "Company" or
"SIHL") announces results for the year ended 31 December 2023. The condensed
financial statements of the Company have not been audited or reviewed by the
auditors of the Company.
Introduction
The Company is an investment company initially incorporated as a limited
liability company under the laws of the British Virgin Islands on 5 January
2004. The Company voluntarily re-registered itself as a BVI Business Company
on 17 November 2006. The Company's investment objectives are to increase the
aggregate net asset value of the Company ("NAV") calculated in accordance with
the Company's policies through strategic longer-term investments 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 2023, the issued share capital of the Company was US$409.70
million (2022: US$409.70 million) consisting of 513,366,198 (2022:
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 other assets, less 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 2023 was US$0.7427
(2022: US$0.9675) per share. This represents a 23.24% decrease over the NAV
per share at 31 December 2022.
Chairmen's Statement
Dear Shareholders,
Global markets faced significant challenges in 2023, primarily driven by
persistent inflation. The economic backdrop prompted central banks to
implement successive interest rate hikes, with the Federal Reserve executing
11 such hikes between 2022-2023, taking rates from nearly zero to over 5%. The
change in interest rates has had substantial repercussions across business
sectors and asset classes, including some in Symphony's portfolio.
However, signs of inflation easing and rising expectations of interest rate
cuts since the end of 2023 have facilitated a reversal in financial markets
that continued to gain momentum in early 2024.
Despite a slowdown in deal activity in the private equity and real estate
sectors due to the spike in interest rates, Symphony successfully completed
three full and two partial exits in 2023. The net proceeds from these
realisations amounted to US$30.44 million, which facilitated a dividend
payment by Symphony of US$12.83 million or 2.5 US cents per share in 2023.
Following this distribution, the cumulative amount returned since 2014
increased to US$329.37 million through a combination of cash dividends and
share buybacks.
Symphony's net asset value ("NAV") decreased by 23.24% in 2023 year-over-year
to US$381.26 million. Excluding dividends paid, NAV would have decreased by
20.66% to US$394.10 million. Approximately two thirds of the decrease was due
to a drop in our valuation of Indo Trans Logistics Corporation ("ITL"),
Vietnam's largest independent integrated logistics company. While we continue
to be bullish for the prospects for this business, there has been a general
slowdown in air and sea freight volumes and rates that affected the overall
logistics sector. ITL's business saw some recovery in the fourth quarter of
2023 and its management expect this trend to continue in 2024. With a rapidly
growing domestic economy and the diversification of supply chains away from
China, the long-term prospects for ITL are very attractive.
Shareholders will recall that we hold development land assets that we have
partially developed & monetized in the past. Symphony owns approximately
half of Minuet Limited ("Minuet"), which holds 29.88 hectares of land in
Bangkok, Thailand. The development activity in Bangkok around Minuet's land
holdings, over the past decade, has been very encouraging and includes a
number of luxury residential developments, top schools and transport links
(road and mass transit rail) connecting to key parts of the city and the main
airport. There have been recent listings and completed sales of smaller
parcels in the area at higher valuations than Symphony currently holds
Minuet's land on its books. We are in regular contact with local developers
that have expressed interest in acquiring additional land for development.
Symphony's interest in another property-related company, SG Land Company
Limited ("SG Land"), in Bangkok, Thailand, was sold in the fourth quarter of
2023. SG Land held the leasehold rights to two office buildings. Over an
investment period of 16-years, Symphony realised a net return and multiple on
invested capital of 8.38% per annum and 2.02 times, respectively.
The branded residential development component of the One&Only Desaru Coast
Resort in Malaysia, jointly developed with a subsidiary of Khazanah Nasional
Berhad, the investment arm of the government of Malaysia, is expected to
launch in 2024. We are in negotiations with a top residential brokerage and
marketing firm to assist with sales of the 47 villa development land plots
that we expect will take place over the next several years. The hotel
operations of the property will also benefit from the gradual inclusion of the
branded residences into the managed hotel rental pool. The hotel operator,
One&Only, intend to use the villas to address the high demand for
multi-generational travel.
In Niseko, Hokkaido, Japan, we have retained ownership of land and are
involved in a joint venture to develop ski-in/ski-out condominium residences
on one of the parcels. After the previous ski season, where visitor numbers
reached approximately 80% of pre-pandemic levels, the current 2023/2024 ski
season is expected to fully recover, if not surpass, previous records. Demand
for real estate remains strong as Niseko re-establishes itself as a premium
ski and year-round destination, especially for travellers in Asia. We aim to
accelerate planning for the joint venture development following the current
ski season.
Our newest investment in the real estate sector, made at the beginning of
2023, is Isprava Vesta Private Limited ("Isprava"), a real estate company
based in India that constructs, designs and sells luxury branded villas in
non-urban markets. The group also operates a property management business that
rents luxury villas, including Isprava constructed homes and third-party homes
in India and overseas. With growing disposable income domestically and
international attention on India with its long-term secular growth prospects,
there is strong demand for Isprava's offering. More recently, the company
introduced a more accessible property format that was met with strong demand
and sold out in a short period of time to domestic and international buyers.
On the hospitality side, we still have a stake, albeit reduced, in Minor
International ("MINT"). MINT's business reported the highest annual profit in
its history in 2023. Robust leisure and business travel drove double-digit
growth in occupancy and revenue per available room. In the restaurant
division, a revival in dine-in activities contributed to an increase in
same-store-sales and margins. At the end of 2023, MINT operated 532 hotels and
2,645 restaurants and announced plans to grow this over the next three years
by a further 200 to 250 hotels and one thousand restaurants based on a current
pipeline of opportunities. Following a run-up in MINT's share price in early
2023, Symphony took the opportunity to sell some MINT shares and warrants. We
sold 6.30 million and 9.99 million shares and warrants, respectively, and
realised net proceeds of US$8.86 million. Symphony's annualised return on the
shares sold in 2023 over the past 17-years based on the average cost per share
is 13.21% per annum and 5.47 times our cost. The prospects for international
leisure travel are expected to remain strong and we think our residual
investment in this business will also yield attractive returns as the stock
price starts to catch up with the company's strong business performance.
Symphony's healthcare sector investments in India continue to progress with
their respective business plans and perform well. ASG Hospitals Private
Limited ("ASG"), which operates eye-healthcare hospitals across India, grew
its footprint to 147 eye-hospitals at the end of 2023 from 52 hospitals a year
earlier. The acquisition and consolidation of Vasan Health Care Pvt. Ltd,
which management have been successful in integrating and growing in a short
period of time, contributed to most of the increase. Together with positive
same-hospital-sales-growth, management have developed a strong pipeline of new
acquisition opportunities to grow the company's pan-India platform in the
medium term. Soothe Healthcare Private Limited ("Soothe"), which manufactures
and distributes fast-moving consumer healthcare products, including feminine
hygiene and diapers, has been successful in pivoting from growth to
profitability. Soothe has revamped it distribution focus and is developing
more effective marketing campaigns to enhance margins and minimise marketing
expenses. These initiatives have allowed the group to report its first monthly
positive earnings before interest, tax, depreciation and amortisation
("EBITDA") in January 2024. Soothe has a strong positioning and opportunity to
capitalise on the long-term favourable market dynamics for consumer products
in India.
Two of our businesses in the lifestyle segment have been particularly affected
by the downturn in home sales and consumer discretionary spending. The Liaigre
Group ("Liaigre"), a luxury interior architecture and furniture design
business, and Chanintr Living Limited ("Chanintr"), a luxury lifestyle company
that distributes high-end US and European furniture and provides interior
solutions to real estate projects in Thailand, both reported lower revenue
numbers for 2023. Sales of Liaigre and Chanintr were down 4.93% and 11.06%,
respectively, in 2023 compared to a year earlier. The gradual shift back to
work in offices following work-from-home arrangements during the pandemic has
also contributed to the weaker demand for home furnishings. Chanintr reported
some recovery in the fourth quarter of 2023 and Liaigre continues to have
strong demand at its showrooms in China and Singapore as well as for its
interior architecture offering. While we expect discretionary spending to
remain subdued for the first half of 2024, we are seeing a gradual
improvement. Shareholders may recall that, earlier in 2023, we had announced
the sale of our minority interest in the Wine Connection Group, a wine-themed
food and beverage chain operating in South Asia, at approximately our cost and
above the value used in our valuation prior to the agreed sale.
Symphony's investments in the education sector include Creative Technology
Solutions DMCC ("CTS"), a company that provides technology solutions to K12
schools in the Middle East, and WCIB International Co. Ltd, a joint venture
that developed and operates the prestigious Wellington College International
Bangkok ("WCIB"). We sold our interest in CTS in the third quarter of 2023 for
2.46 times our cost and a return on investment of 24.05% per annum.
Our investment in WCIB, a top co-educational K12 school in Bangkok, Thailand,
continues to ramp up operations and reported its first positive EBITDA for the
academic year ended in July 2023. WCIB's management initiated a new capital
expenditure plan to enhance facilities in order to maintain a pre-eminent
position amongst international schools in Bangkok and expand student capacity
to cater to the strong demand for placements at the school.
Symphony has nine investments in the new economy sector that accounted for
9.58% of NAV at 31 December 2023. While the start-up environment in India and
South East Asia remains vibrant, new funding continues to remain challenging.
Symphony has been assisting investee companies with fund raising initiatives
and participated in funding for three investee companies in 2023. We intend to
continue to support our portfolio companies where the prospects for the
business justify such support.
Our largest investment in this sector by value is Meesho Inc. ("Meesho"), a
social e-commerce platform for micro-entrepreneurs, small to medium
enterprises and consumers in India. The company reported profitability after
tax during the quarter ended 31 December 2023 after growing net merchandise
value by 36% during the previous 12-months. Monthly transactional users also
grew by the same percentage over the same period to 43 million.
Another of our larger investments in this sector is Smarten Spaces
("Smarten"), a software-as-a-service company that provides software solutions
for space management in commercial and industrial properties. Despite ongoing
difficulties due to a recalcitrant shareholder blocking fundraising
initiatives, the company has reduced its cash burn and expects to be cashflow
positive during the first quarter of 2024. Until the company is able to
address its fundraising difficulties, the growth potential for this business
will continue to be hampered.
Symphony committed to the second fund of Good Capital in early 2023 to gain
further exposure to India's burgeoning start-up ecosystem. Good Capital
Partners is an investment manager focused on seed investments in India. In
addition to committing to its two funds, Symphony also owns a minority
interest in the Manager. At 31 December 2023, their first fund, GCF I had made
investments in 78 companies and had a distributed value to paid-in capital of
0.23 times and an overall a multiple on invested capital of 2.29x.
Another significant investment in this sector is August Jewellery Pvt. Ltd.
("Melorra"), an omni-channel fast fashion Indian jewelry company that was
growing exponentially by raising capital at ever increasing valuations but has
recently faced hurdles with its fundraising initiatives as the venture market
has dried up. While the offline retail operations have been performing well,
Melorra has had to restrict online operations due to capital constraints and a
noticeable shift in consumer behavior post covid. This has materially
affected its overall performance and we are working closely with the
management team to assist with raising new capital.
Other smaller investments in this sector include 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,
Solar Square Energy Pvt. Ltd ("Solar Square"), a rooftop solar panel solutions
provider, Mavi Holding Pte. Ltd., an insurance product developer and program
administrator services provider for insurance carriers and vehicle
manufacturers and Epic Games, Inc., a US based video game and software
developer.
Symphony's share price continues to trade at a material discount to its NAV
per share, despite the management team's regular reports on the portfolio and
the payment of an attractive dividend yield for the past several years.
Following a strategic review by the board of the Company, it was announced
in September 2023 that Symphony would no longer make new investments from
proceeds of sales, other than follow-on investments related to existing
portfolio companies. Proceeds of sale would, to the extent practical, be
returned to shareholders so that shareholders would ultimately be able to
receive the true value of the investment portfolio directly rather than rely
on the market price of the shares. As a consequence of this updated strategy,
the minimum floor of the Investment Manager's Management Fee was removed and
any new investments going forward, can only be made from fresh pools of
capital that the Manager may choose to raise.
Barring unforeseen unfavourable geopolitical or other negative circumstances,
we anticipate that the value of our investments will continue to grow in the
coming years, offering favourable opportunities for timely exits. Factors,
such as easing inflation, secular growth trends and a more positive outlook in
markets where Symphony's investments are concentrated support this outlook. As
the largest stakeholders in the Company, the investment management team is
fully aligned with shareholders to maximise shareholder value with this new
strategy. We would like to thank all our shareholders for their patience &
continued support and also the management teams of our investee companies for
their focus and dedication to building successful businesses and skilfully
navigating difficult times.
Lastly, as previously announced, this past year we bid a heartfelt farewell to
our fellow Director, Mr. Rajiv Luthra, whose unexpected and sudden departure
left a void in our hearts and within the Symphony family. Rajiv's profound
impact on our organization extended far beyond his role as a Director and
Chairman of the Audit Committee; his counsel & many contributions are
sorely missed.
Georges Gagnebin
Chairman, Symphony International Holdings Limited
Anil Thadani
Chairman, Symphony Asia Holdings Pte. Ltd.
19 March 2024
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 2023 through 31 December 2023, referred to as "the year ended 31
December 2023".
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 2023, the total amount invested by Symphony since admission to
the Official List of the London Stock Exchange in August 2007 was US$632.13
million (2022: US$615.32 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$33.60
million at 31 December 2023, down from US$38.40 million a year earlier.
The change is due to (i) distributions and the partial realisation of shares
and warrants of MINT providing net proceeds of US$9.64 million which
cumulatively increased proceeds (including partial realisations and dividend
income) in excess of total cost for this investment to US$244.14 million at 31
December 2023, (ii) the partial realisation of ITL shares providing net
proceeds of US$6.86 million, (iii) new and follow-on investments in unlisted
investments amounting to US$16.81 million and (iv) other unlisted investment
realisations, dividends, interest income and adjustments of US$5.11 million.
The fair value of investments, excluding temporary investments, held by
Symphony was US$390.23 million at 31 December 2023, which compares to
US$496.80 million a year earlier. This change comprised a decrease in the
value of listed and unlisted securities by US$92.73 million, new and follow-on
investments of US$16.81 million less realisations (including divestments,
shareholder loan repayments and return of capital) amounting to US$30.65
million.
Cost and fair value of investments by sector
2023
Cost(1) Fair value NAV(3)
US$'000 US$'000 %
Healthcare 17,229 59,166 15.52%
Hospitality (244,143) 52,545 13.78%
Lifestyle 76,072 36,863 9.67%
Education 26,793 15,319 4.02%
Logistics 35,278 74,591 19.56%
Lifestyle / real estate 75,590 115,236 30.22%
New economy 46,774 36,507 9.58%
Subtotal 33,593 390,227 102.35%
Temporary investments(2) (8,965) (2.35%)
Net asset value 381,262 100.00%
2022
Cost(1) Fair value NAV(3)
US$'000 US$'000 %
Healthcare 16,561 51,707 10.41%
Hospitality (234,503) 65,666 13.22%
Lifestyle 85,994 56,055 11.29%
Education 26,058 12,521 2.52%
Logistics 42,141 152,255 30.65%
Lifestyle / real estate 59,135 111,651 22.48%
New economy 43,018 46,943 9.45%
Subtotal 38,404 496,798 100.02%
Temporary investments(2) (112) (0.02%)
Net asset value 496,686 100.00%
(1) Cost of investments includes all unrealized investments after
deducting shareholder loan repayments, redemptions, partial realisations,
dividends and interest income. This adjusted figure more accurately reflects
the capital invested after accounting for returns over the life of the
investment.
(2) Temporary investments include cash and cash equivalents and is net
of accounts receivable and payable.
(3) NAV is based on the sum of our cash and cash equivalents, temporary
investments, the fair value of unrealised investments (including investments
in subsidiaries and associates) and any other assets, less all liabilities.
As at 31 December 2023, 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.
Headwinds faced by the logistics sector in 2022 continued to gain strength in
2023, which caused further weakness in freight volumes and yields globally
that impacted ITL's performance. Management reported that ITL's port
operations continue to be stable and a slow recovery in air and sea freight,
which began in late 2023, is expected to continue in 2024. Aside from
increasing efficiency, ITL is strategically expanding areas of the business to
position for an ongoing recovery in the sector. The outlook for the business
is encouraging with attractive secular growth trends, including strong
domestic economic growth and the diversification of supply chains outside of
China.
During 2023, Symphony completed the sale of a small number of shares to a
strategic Asian logistics company as part of a larger secondary offering
mentioned in earlier updates. The gross and net sale consideration received
was 5.5 times and 4.6 times Symphony's cost of shares sold, respectively.
Symphony acquired a significant minority interest in Indo Trans Logistics
Corporation ("ITL") in June 2019 for US$42.64 million and had a net cost of
US$35.28 million (2022: US$42.14 million) at 31 December 2023. The fair
value of Symphony's interest in ITL at 31 December 2023 was US$74.59 million
(2022: US$152.25 million). The change in valuation is primarily due to a
decline in trailing EBITDA used to value this business.
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. MINT is a company that is incorporated under the laws
of Thailand and is listed on the Stock Exchange of Thailand.
MINT owns 365 hotels and manages 167 other hotels and serviced suites with
78,253 rooms. MINT owns and manages hotels in 55 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 2023, MINT also owned and operated 2,645 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 76% of these outlets are in Thailand with the remaining
number in other Asian countries, the Middle East, Mexico, Canada and Europe.
MINT's operations also include contract manufacturing and an international
consumer brand distribution business in Thailand focusing on fashion and
lifestyle retail (286 outlets), wholesale and direct marketing channels under
brands that include Anello, Bossini, Charles & Keith and Zwilling J.A.
Henckels amongst others.
MINT reported its highest ever core profit that was driven by a strong
performance of hotel and restaurant operations. Core revenue and earnings
before interest, tax, depreciation and amortisation ("EBITDA") grew by 21.90%
and 29.84%, respectively, in 2023 year-over-year. Growing demand for travel
following the pandemic has led to an ongoing recovery in hotel occupancies and
more favourable pricing. Also, a revival of dine-in activities has benefited
MINT's restaurant platform.
Symphony's gross investment cost in MINT was US$82.82 million (2022: US$82.82
million) at 31 December 2023. The net cost on the same date, after deducting
partial realisations and dividends received, was (US$244.14 million) (2022:
(US$234.50 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
2023 was US$52.55million (2022: US$65.67 million). The change in value of
approximately (US$13.12 million) is due to the sale of 6.30 million and 9.99
million MINT shares and warrants respectively that generated net proceeds of
US$8.86 million and a decrease in MINT share price by 9.30% in 2023 that was
partially offset by a strengthening of the onshore Thai baht rate by 1.34%.
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 2023 Minuet held approximately 186.75 rai (29.88
hectares) of land in Bangkok, Thailand.
The Company initially invested approximately US$78.30 million by way of an
equity investment and interest-bearing shareholder loans. Since the initial
investment by the Company, Minuet has received proceeds from rental income and
partial land sales. As at 31 December 2023, the Company's investment cost (net
of shareholder loan repayments) was approximately US$13.13 million (2022:
US$13.13 million). The fair value of the Company's interest in Minuet on the
same date was US$61.76 million (2022: US$61.09 million) based on an
independent third-party valuation of the land plus the net value of the other
assets and liabilities of Minuet. The change in value of Symphony's interest
is predominantly due the appreciation of the Thai baht by 1.10% and other
minor movements in the assets and liabilities of Minuet.
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 25 showrooms in 11 countries across Europe, the North
America and Asia, Liaigre has a design studio that undertakes exclusive
interior architecture projects for select yachts, hotels, and restaurants and
private residences.
The Luxury furniture market was impacted by a slowdown in the housing sales
and discretionary spending in 2023. As a result, Liaigre's sales declined by
4.93% as showroom sales in the US and Europe slowed and certain large orders
were delayed. Management expects some recovery in 2024 with a general
improvement in global economy. Showrooms in Asia and the interior architecture
business continued to perform well in 2023 and are forecast to grow further in
the coming year.
Symphony's gross investment cost in Liaigre was US$79.68 million (2022:
US$79.68 million) at 31 December 2023. The net cost on the same date, after
deducting partial realisations, was US$67.63 million (2022: US$67.63
million). The fair value of Symphony's investment at 31 December 2023 was
US$29.89 million (2022: US$41.86 million). The change in value is due to a
decline in EBITDA and comparable company multiples used in the valuation for
this investment as well as a depreciation in the Euro by 3.12%.
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
that are branded and managed by One&Only Resorts ("O&O"). The hotel
operations were officially launched in September 2020.
The operations of the One&Only Desaru Coast Resort were impacted during
2023 due to the closure of the beach and beach club for several months due to
remediation works. The closure affected booking and as a result, average
occupancy levels during the year. Management is positive on the outlook for
the coming year following an enhancement of offerings at the spa and other
initiatives that have been positive in activating weekday stays as well as
growing MICE tourism. The property continues to operate at high occupancy
levels during weekends.
The shareholders are working with top marketing and brokerage agencies to
launch private homes sales later in 2024 in a number of jurisdictions.
Preparations required for the launch have taken more time than initially
expected.
Symphony invested approximately US$58.78 million (2022: US$58.78 million) in
the joint venture at 31 December 2023. The fair value for this investment
on the same date was US$27.11 million, which compares to US$30.50 million at
31 December 2022. The lower value is result of a change in various inputs in
the discounted cashflow model used to value this investment, the accrual of
interest related to shareholder financing and a depreciation in the Malaysian
ringgit by 4.41%.
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 147 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 its clinics.
ASG continued to scale its business in 2023 with the consolidation of Vasan
Health Care Pvt. Ltd. in March 2023, which added approximately 90
eye-hospitals to the group. ASG had a total of 147 eye-hospitals across India
at the end of 2023. Aside from inorganic growth, same-hospital revenue is
positive and the management team have developed an extensive pipeline of
greenfield and brownfield opportunities to grow the business in the coming
years.
Symphony's net investment cost in ASG was US$3.65 million (2022: US$3.65
million) at 31 December 2023. The fair value of Symphony's investment at 31
December 2023 was US$40.97 million (2022: US$28.33 million). The increase in
value is predominantly due to growth in EBITDA and comparable company market
multiples, which are used in the valuation for this business.
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 subsequently made
investments through convertible notes and securities from 2020 to 2023.
During 2023, Soothe's management strengthened its focus on achieving
profitability. The distribution platform and product mix as a result has been
rationalised with channels that have higher margins being prioritised. The
profitability of the business has gradually improved during the year and the
company reported its first positive EBITDA in January 2024. Management have
indicated that Soothe will not require additional equity funding to execute
its current business plan.
Symphony's gross and net investment cost in Soothe was US$13.42 million (2022:
US$12.75 million) at 31 December 2023. The fair value of Symphony's investment
at 31 December 2023 was US$18.20 million (2022: US$23.38 million). The change
in value is predominantly due to lower trailing revenue in 2023 used to value
this business.
Other Investments
In addition to the investments above, Symphony has 13 additional non-material
investments, at 31 December 2023. Pending investment in suitable
opportunities, Symphony has placed funds in certain temporary investments.
Capitalisation and NAV
As at 31 December 2023, the Company had US$409.7 million (2022: US$409.70
million) in issued share capital and its NAV was US$381.26 million (2022:
US$496.69 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 2023.
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 2023 (2022: 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 2023, Symphony recognised other operating income of US$12.28 million
(2022: US$14.75 million) that mainly comprised intercompany dividend
transactions and interest income on cash balances.
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 2023, other operating
expenses amounted to US$1.44 million (2022: US$5.40 million), which includes
US$0.34 million in unrealised foreign exchange losses. Excluding foreign
exchange losses and interest expense, other operating expenses in 2023 and
2022 would be US$1.10 million and US$1.08 million, respectively.
Management Fee
The management fee amounted to US$9.66 million for the year ended 31 December
2023 (2022: US$10.66 million). The management fee was calculated on the basis
of 2.25% of NAV with a cap of US$15 million per annum. A floor on the
management fee of US$6 million per annum was removed in September 2023
following the Company's adoption of a new strategy.
Liquidity and Capital Resources
At 31 December 2023, Symphony's cash balance was US$9.09 million (2022:
US$18.57 million). 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$52.55
million (2022: US$65.67 million) 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 2023 and 31 December
2022, the Company did not have any interest-bearing borrowings.
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 a maximum amount and a minimum amount, which was removed following an
announced change in strategy in September 2023) 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). Public health crises such as SARS, H1N1/09 flu,
avian flu, Ebola, and the 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.
The Company's business could be materially affected by conditions in the
global capital markets and the economy generally. Geopolitical issues,
including wars 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 the Company's portfolio companies,
such as reducing demand for products or services offered by the portfolio
companies and/or cause for example, higher operating and financing costs.
Anil Thadani
Chairman, Symphony Asia Holdings Pte. Ltd.
19 March 2024
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 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 2023
Note 2023 2022
US$'000 US$'000
Non-current assets
Financial assets at fair value through profit or loss 8 372,655 478,226
Prepayment * *
372,655 478,226
Current assets
Other receivables and prepayments 70 82
Cash and cash equivalents 9,093 18,573
9,163 18,655
Total assets 381,818 496,881
Equity attributable to equity holders
of the Company
Share capital 409,704 409,704
Accumulated (losses)/profits (28,311) 86,758
Total equity carried forward 381,393 496,462
Current liabilities
Other payables 425 419
Total liabilities 425 419
Total equity and liabilities 381,818 496,881
* Less than US$1,000
Symphony International
Holdings Limited
Unaudited condensed statement
of comprehensive income
For the financial year ended
31 December 2023
Note 2023 2022
US$'000 US$'000
Other operating income 6 12,280 14,749
Other operating expenses 7 (1,441) (5,395)
Management fees (9,664) (10,663)
Profit/(Loss) before investment results and income tax 1,175 (1,309)
Loss on disposal of financial assets at fair value - (1)
through profit or loss
Fair value changes in financial assets at fair value 9 (103,410) 8,902
through profit or loss
(Loss)/Profit before income tax (102,235) 7,592
Income tax expense - -
(Loss)/Profit for the year (102,235) 7,592
Other comprehensive income for the year, net of tax - -
Total comprehensive income for the year (102,235) 7,592
Earnings per share:
US Cents US Cents
Basic 10 (19.91) 1.48
Diluted 10 (19.91) 1.48
Symphony International Holdings Limited
Unaudited condensed statement of changes in equity
For the financial year ended 31 December 2023
Share Accumulated profits/(losses) Total
capital
equity
US$'000 US$'000 US$'000
At 1 January 2022 409,704 79,151 488,855
Total comprehensive income for the year - 7,592 7,592
Transactions with owners, recognised directly in equity
Contributions by and distributions to owners
Forfeiture of dividend paid in prior years - 15 15
Total transactions with owners - 15 15
At 31 December 2022 409,704 86,758 496,462
At 1 January 2023 409,704 86,758 496,462
Total comprehensive income for the year - (102,235) (102,235)
Transaction with owners, recognised directly in equity
Contributions by and distributions to owners
Dividends declared and paid of US$0.025 per share - (12,834) (12,834)
Total transaction with owners - (12,834) (12,834)
At 31 December 2023 409,704 (28,311) 381,393
Symphony International Holdings Limited
Unaudited condensed statement of cash flows
For the financial year ended 31 December 2023
2023 2022
US$'000 US$'000
Cash flows from operating activities
(Loss)/Profit before income tax (102,235) 7,592
Adjustments for:
Dividend income (11,864) (14,500)
Exchange loss, net 337 4,313
Interest income (416) (249)
Loss on disposal of financial assets at fair value - 1
through profit or loss
Fair value changes in financial assets at fair value through profit or loss 103,410 (8,902)
(10,768) (11,745)
Changes in:
- Other receivables and prepayments 10 (5)
- Other payables 4 100
(10,754) (11,650)
Interest received (net of withholding tax) 418 242
Net cash used in operating activities (10,336) (11,408)
Cash flows from investing activities
Net proceeds received from unconsolidated subsidiaries 13,691 21,613
Net cash from investing activities 13,691 21,613
Cash flows from financing activities
Dividend paid (12,834) -
Receipts from forfeiture of dividend paid in prior years - 15
Net cash (used in)/from financing activities (12,834) 15
Net (decrease)/increase in cash and cash equivalents (9,479) 10,220
Cash and cash equivalents at 1 January 18,573 8,357
Effect of exchange rate fluctuations (1) (4)
Cash and cash equivalents at 31 December 9,093 18,573
Significant non-cash transactions
During the financial year ended 31 December 2023, the Company received
dividends of US$11,864,000 (2022: US$14,500,000) from its unconsolidated
subsidiaries of which US$11,864,000 (2022: US$14,500,000) 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 2023
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 2022, except for the adoption of the following new accounting
standards, amendments to and interpretations effective for annual periods
beginning on 1 January 2023:
New accounting standards and amendments
The Company has applied the following IFRSs and amendments to IFRS for the
first time for the annual period beginning on 1 January 2023:
· IFRS 17: Insurance Contracts
· Amendments to IAS 12: Deferred tax related to Assets and
Liabilities arising from a Single Transaction
· Amendments to IAS 12: International Tax Reform - Pillar Two
Model Rules
· Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure
of Accounting Policies
· Amendments to IAS 8: Definition of Accounting Estimates
Other than the below, the application of these amendments to accounting
standards and interpretations did not have a material effect on these
condensed financial statements.
Global minimum top-up tax
The Amendments to IAS 12: International Tax Reform - Pillar Two Model Rules
provide a temporary mandatory exception from deferred tax accounting for the
top-up tax that may arise from the jurisdictional adoption of the Pillar Two
model rules published by the Organisation for Economic Co-operation and
Development, and require new disclosures about the Pillar Two tax exposure.
The mandatory exception is effective immediately and applies retrospectively.
However, the amendments have no impact on the Company as the Company's revenue
is less than EUR 750 million/year and it is not in scope of the Pillar Two
model rules.
Material accounting policy information
The Company adopted Amendments to IAS 1 and IFRS Practice Statement 2:
Disclosure of Accounting Policies for the first time in 2023. Although the
amendments did not result in any changes to the accounting policies
themselves, they impact the accounting policy information to be disclosed in
the financial statements as at and for the year ended 31 December 2023.
The amendments require the disclosure of 'material', rather than
'significant', accounting policies. The amendments also provide guidance on
the application of materiality to disclosure of accounting policies, assisting
entities to provide useful, entity-specific accounting policy information that
users need to understand other information in the financial statements.
These unaudited condensed financial statements were approved by the Board of
Directors on 19 March 2024.
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 Use of 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
2022.
Uncertain economic environment
The uncertain economic environment has increased the estimation uncertainty in
developing significant accounting estimates, predominantly related to
financial assets at fair value through profit or loss ("FVTPL").
The estimation uncertainty is associated with:
· the extent and duration of the expected economic downturn and
subsequent recovery. This includes the impacts on liquidity, increasing
unemployment, declines in consumer spending and forecasts for key economic
factors;
· the extent and duration of the disruption to business arising from
the expected economic downturn; and
· the effectiveness of government and central bank measures that have
and will be put in place to support businesses and consumers through this
disruption and economic downturn.
The Company has developed accounting estimates based on forecasts of economic
conditions which reflect expectations and assumptions as at 31 December 2023
about future events that management believes are reasonable in the
circumstances.
There is a considerable degree of judgement involved in preparing forecasts.
The underlying assumptions are also subject to uncertainties which are often
outside the control of the Company. Accordingly, actual economic conditions
are likely to be different from those forecast since anticipated events
frequently do not occur as expected, and the effect of those differences may
significantly impact accounting estimates included in these condensed
financial statements.
The impact of the uncertain economic environment on financial assets at fair
value through profit or loss is discussed further in Note 9.
5 Financial risk management
The Company's financial risk management objectives and policies are consistent
with those disclosed in the financial statements as at and for the year ended
31 December 2022.
6 Other operating income
2023 2022
US$'000 US$'000
Dividend income 11,864 14,500
Interest income 416 249
12,280 14,749
7 Other operating expenses
2023 2022
US$'000 US$'000
Exchange loss, net 337 4,313
Non-executive director remuneration 330 400
General operating expenses 774 682
1,441 5,395
8 Financial assets at fair value through profit or loss
During the financial year ended 31 December 2023, the Company recognised
changes in financial assets at fair value through profit and loss of a loss of
US$103,410,000 (2022: a gain of US$8,902,000).
9 Financial instruments
Carrying amounts versus fair values
The carrying amounts and fair values of financial assets and financial
liabilities are as follows. It does not include fair value information for
financial assets and financial liabilities not measured at fair value if the
carrying amount is a reasonable approximation of fair value.
Carrying amount
Fair value through Amortised cost Other Total Fair value
profit or loss
financial liabilities
US$'000 US$'000 US$'000 US$'000 US$'000
31 December 2023
Financial assets measured at
fair value
Financial assets at fair value through profit or loss 372,655 - - 372,655 372,655
Financial assets not measured
at fair value
Other receivables(1) - 5 - 5
Cash and cash equivalents - 9,093 - 9,093
372,655 9,098 - 381,753
Financial liabilities not measured at fair value
Other payables - - (425) (425)
31 December 2022
Financial assets measured at
fair value
Financial assets at fair value through profit or loss 478,226 - - 478,226 478,226
Financial assets not measured
at fair value
Other receivables(1) - 7 - 7
Cash and cash equivalents - 18,573 - 18,573
478,226 18,580 - 496,806
Financial liabilities not measured at fair value
Other payables - - (419) (419)
(1 ) Excludes prepayments
Fair value
The financial assets at fair value through profit or loss are measured using
the adjusted net asset value method, which is based on the fair value of the
underlying investments. The fair values of the underlying investments are
determined based on the following methods:
i) for quoted equity investments, based on quoted market bid prices at
the financial reporting date without any deduction for transaction costs;
ii) for unquoted investments, with reference to the enterprise value at
which the portfolio company could be sold in an orderly disposition over a
reasonable period of time between willing parties other than in a forced or
liquidation sale, and is determined by using valuation techniques such as (a)
market multiple approach that uses a specific financial or operational measure
that is believed to be customary in the relevant industry, (b) price of recent
investment, or offers for investment, for the portfolio company's securities,
(c) current value of publicly traded comparable companies, (d) comparable
recent arms' length transactions between knowledgeable parties, and (e)
discounted cash flows analysis; and
iii) for financial assets and liabilities with a maturity of less than one
year or which reprice frequently (including other receivables, cash and cash
equivalents, and other payables) the notional amounts are assumed to
approximate their fair values because of the short period to
maturity/repricing.
The objective of valuation techniques is to arrive at a fair value measurement
that reflects the price that would be received to sell the asset or paid to
transfer the liability in an orderly transaction between market participants
at the measurement date.
Fair value hierarchy for financial instruments
The table below analyses financial instruments carried at fair value, by
valuation method. The different levels have been defined as follows:
· Level 1: Inputs that are quoted market prices (unadjusted) in
active markets for identical instruments.
· Level 2: Inputs other than quoted prices included within
Level 1 that are observable, either directly (i.e. as prices) or indirectly
(i.e. derived from prices). This category includes instruments valued using:
quoted market prices in active markets for similar instruments; quoted prices
for identical or similar instruments in markets that are not considered
active; or other valuation techniques in which all significant inputs are
directly or indirectly observable from market data.
· Level 3: Inputs that are unobservable. This category
includes all instruments for which the valuation technique includes input not
based on observable data and the unobservable inputs have a significant effect
on the instruments' valuation. This category includes instruments that are
valued based on quoted prices for similar instruments but for which
significant unobservable adjustments or assumptions are required to reflect
differences between instruments.
Level 1 Level 2 Level 3 Total
US$'000 US$'000 US$'000 US$'000
31 December 2023
Financial assets at fair value through profit or loss - - 372,655 372,655
31 December 2022
Financial assets at fair value through profit or loss - - 478,226 478,226
Significant unobservable inputs used in measuring fair value
This table below sets out information about significant unobservable inputs
used at 31 December 2023 in measuring the underlying investments of the
financial assets categorised as Level 3 in the fair value hierarchy excluding
investments purchased during the year that are valued at transaction prices as
they are reasonable approximation of fair values and ultimate investments in
listed entities.
Description Fair value Fair value at 31 December Valuation technique Unobservable input Range Sensitivity to changes in significant unobservable inputs
at 31 December 2022 (Weighted average)
2023
US$'000 US$'000
Rental properties - 2,429 Income approach Rental growth rate N/A The estimated fair value would increase if the rental growth rate and
occupancy rate were higher and the discount rate was lower.
(2022: -0.7% - 2.0%)
Occupancy rate
N/A
(2022: 15% - 51%)
Discount rate
N/A
(2022: 13% - 13.5%)
Land related investments 58,938 59,941 Comparable valuation Price per square meter for comparable land US$260 - U$7,516 per square meter The estimated fair value would increase if the price per square meter was
(2022: US$379 - US$7,032 per square meter) higher.
method
Operating business 187,031 292,350 Enterprise value using comparable traded multiples Earnings before interest, tax, depreciation and amortisation ("EBITDA") 3.6x - 35.2x, median 9.3x The estimated fair value would increase if the EBITDA multiple was higher.
multiple (times)
(2022: 0.3x - 33.4x, median 7.7x)
Revenue multiple (times) 0.3x - 10.5x, median 3.4x The estimated fair value would increase if the revenue multiple was higher.
(2022: 0.6x - 12.5x, median 5.9x)
Discount for lack of marketability 25% The estimated fair value would increase if the discount for lack of
(2022: 25%) marketability was lower.
Description Fair value Fair value at 31 December Valuation technique Unobservable input Range Sensitivity to changes in significant unobservable inputs
at 31 December 2022 (Weighted average)
2023
US$'000 US$'000
Operating business (continued) Option pricing model* Volatility 29.8% - 65.5% The estimated fair value would increase or decrease if the volatility was
(2022: 23.4% - 54.2%) higher depending on factors specific to the investment.
Risk-free rate 3.7% - 6.8% The estimated fair value would increase or decrease if risk-free rate was
(2022: 4.5% - 7.0%) lower depending on factors specific to the investment.
Greenfield business held for more than 12-months 41,916 41,325 Discounted cashflow method Revenue growth 2.8% - 96.5% The estimated fair value would increase if the revenue growth increases,
expenses ratio decreases, and WACC was lower.
(2022: 1.0% - 26.9%)
59.0% - 84.9%
Expense ratio (2022: 57.9% -87.8%)
11.3% - 15.5%
(2022: 14.7% - 16.3%)
Weighted average cost of capital ("WACC")
* The option pricing model is used as a secondary valuation
technique for certain investments to allocate equity value where the capital
structure of the investment consists of instruments with significantly
different rights/terms.
The rental growth rate represents the growth in rental income during the
leasehold period while the occupancy rates represent the percentage of the
building that is expected to be occupied during the leasehold period.
Management adopt a valuation report produced by an independent valuer that
determines the rental growth rate and occupancy rate after considering the
current market conditions and comparable occupancy rates for similar buildings
in the same area.
The discount rate is related to the current yield on long-term government
bonds plus a risk premium to reflect the additional risk of investing in the
subject properties. Management adopt a valuation report produced by an
independent valuer that determines the discount based on the independent
valuer's judgement after considering current market rates.
The comparable recent sales represent the recent sales prices of properties
that are similar to the investee companies' properties, which are in the same
area. Management 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 or upper quartile multiple from
comparable companies and applies the multiple to the EBITDA of the underlying
investment to reflect more accurately the value of the underlying investment
in the circumstances. 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.
The option pricing model uses distribution allocation for each equity
instrument at different valuation breakpoints, taking into consideration the
different rights / terms of each instrument. An option pricing computation
is done using a Black Scholes Model at different valuation breakpoints
(strikes) using market volatility and risk-free rate parameters. Where a
recent transaction price for an identical or similar instrument is available,
it is used as the basis for fair value.
During the year ended 31 December 2023, two investments that previously used a
recent transaction price as a basis for fair value in the option pricing model
had used the revenue multiple technique as the basis for fair value in the
current year as there were no recent transactions.
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$52,545,000 (2022: US$65,666,000) are held through intermediate
holding companies; the value of these companies are mainly determined by the
fair values of the ultimate investments.
Level 3 valuations
The following table shows a reconciliation from the beginning balances to the
ending balances for fair value measurements in Level 3 of the fair value
hierarchy.
2023 2022
Financial assets at fair value through profit or loss
US$'000 US$'000
Balance at 1 January 478,226 480,755
Fair value changes in profit or loss (103,410) 8,902
Net repayment from unconsolidated subsidiaries (2,161) (12,942)
Net additions - 1,511
Balance at 31 December 372,655 478,226
Sensitivity analysis
Although the Company believes that its estimates of fair value are
appropriate, the use of different methodologies or assumptions could lead to
different measurements of fair value. For fair value measurements in Level 3
assets, changing one or more of the assumptions used to reasonably possible
alternative assumptions would have effects on the profit or loss by the
amounts shown below. The effect of the uncertain economic environment has
meant that the range of reasonably possible changes is wider than in periods
of stability.
‹----- 31 December 2023 -----› ‹----- 31 December 2022 -----›
Effect on profit or loss Effect on profit or loss
Favourable (Unfavourable) Favourable (Unfavourable)
US$'000 US$'000 US$'000 US$'000
Level 3 assets 98,293 (67,782) 114,517 (83,076)
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% (2022: 10%) for the favourable scenario and reduced by 10%
(2022: 10%) for the unfavourable scenario. The discount rate used to
calculate the present value of future cash flows was also decreased by 2%
(2022: 2%) for the favourable case and increased by 2% (2022: 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% (2022: 20%) in the favourable scenario
and reduced by 20% (2022: 20%) in the unfavourable scenario.
For operating businesses (except those where a last transacted price exists
within the past 12-months that provides the basis for fair value) that are
valued on a trading comparable basis using enterprise value to EBITDA or
revenue, EBITDA or revenue is increased by 20% (2022: 20%) and decreased by
20% (2022: 20%), and DLOM is decreased by 5% (2022: 5%) and increased by 5%
(2022: 5%) in the favourable and unfavourable scenarios respectively.
In the option pricing model sensitivity analysis, the change in risk-free rate
and volatility results in different outcomes for each investment. An
increase in risk-free rate and volatility may have a favourable or
unfavourable impact and vice versa. This is a result of multiple factors
including cumulative impact of two variables (risk free rate, volatility)
being changed simultaneously after taking into account variations in
investment specific input variables, such as time to expiry, capital structure
and the liquidation preference related to securities. The volatility is
adjusted by 10% (2022: 10%) and the risk-free rate is adjusted by 2% (2022:
2%) to arrive at the favourable and unfavourable scenario depending on factors
specific to each investment.
For greenfield businesses (except those where a last transacted price exists
within the past
12-months) that are valued using a discounted cashflow, the revenue growth
rate is increased by 2% (2022: 2%), the expense ratio rate is decreased by 10%
(2022: 10%) and the WACC is reduced by 2% (2022: 2%) in the favourable
scenario. Conversely, in the unfavourable scenario, the revenue growth rate
is reduced by 2% (2022: 2%), the expense ratio rate is increased by 10% (2022:
10%) and the WACC is increased by 2% (2022: 2%).
10 Earnings per share
2023 2022
US$'000 US$'000
Basic and diluted earnings per share are based on:
(Loss)/Profit for the year attributable to ordinary shareholders (102,235) 7,592
Basic and diluted earnings per share
Number of shares Number of shares
2023 2022
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 2023 and 31 December 2022, 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.
Segment results, assets and liabilities include items directly attributable to
a segment as well as those that can be allocated on a reasonable basis.
Business activities which do not meet the definition of an operating segment
have been reported in the reconciliations of total reportable segment amounts
to the financial statements.
The following summary describes the investments in each of the Company's
reportable segments.
Healthcare Includes investments in ASG Hospital Private Limited (ASG) and Soothe
Healthcare Private Limited (Soothe)
Hospitality Minor International Public Company Limited (MINT)
Education Includes WCIB International Co. Ltd. (WCIB) and Creative Technology Solutions
DMCC (CTS)
Lifestyle Includes investments in Chanintr Living Ltd. (Chanintr), the Wine Connection
Group (WCG) and Liaigre Group (Liaigre)
Lifestyle/Real Estate Includes investments in Minuet Ltd, SG Land Co. Ltd., a property joint venture
in Niseko, Hokkaido, Japan, Desaru Peace Holdings Sdn Bhd and Isprava Vesta
Private Limited (Isprava)
Logistics Indo Trans Logistics Corporation (ITL)
New Economy Includes Smarten Spaces Pte. Ltd. (Smarten), Good Capital Partners, Good
Capital Fund I and Good Capital Fund II (collectively, Good Capital), August
Jewellery Private Limited (Melorra), Kieraya Furnishing Solutions Private
Limited (Furlenco), Meesho Inc. (Meesho), Catbus Infolabs Private Limited
(Blowhorn), SolarSquare Energy Private Limited (Solar Square), Mavi Holding
Pte. Ltd. (Mavi) and Epic Games, Inc.
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 2023
Investment income
- Dividend income - 9,640 2,224 - - - - - 11,864
- Interest income - - - - - - 416 - 416
- 9,640 2,224 - - - 416 - 12,280
Fair value changes of financial assets at fair value through profit or loss 6,747 (13,187) 1,947 (10,740) (3,452) (70,833) - (13,892) (103,410)
Exchange loss, net 2 * (1) 1,231 (1,573) 1 (4) 7 (337)
6,749 (13,187) 1,946 (9,509) (5,025) (70,832) (4) (13,885) (103,747)
Net investment results 6,749 (3,547) 4,170 (9,509) (5,025) (70,832) 412 (13,885) (91,467)
31 December 2022
Investment income
- Dividend income - 5,995 - - 7,495 - 1,010 - 14,500
- Interest income - - - - - - 249 - 249
- 5,995 - - 7,495 - 1,259 - 14,749
Fair value changes of financial assets at fair value through profit or loss 12,183 665 (5,869) 4,999 (12,453) 8,240 (1,028) 2,165 8,902
12,183 665 (5,869) 4,999 (12,453) 8,240 (1,028) 2,165 8,902
Loss on disposal of financial assets at fair value through profit or loss - - - - - - (1) - (1)
Exchange loss, net 1 - 1 (2,435) (1,900) 1 15 4 (4,313)
1 - 1 (2,435) (1,900) 1 14 4 (4,314)
Net investment results 12,184 6,660 (5,868) 2,564 (6,858) 8,241 245 2,169 19,337
31 December 2023
Segment assets 59,561 52,948 14,806 36,838 97,148 74,595 9,093 36,759 381,748
Segment liabilities - - - - - - - - -
31 December 2022
Segment assets 52,117 66,135 12,185 56,031 92,870 152,262 18,574 46,625 496,799
Segment liabilities - - - - - - - - -
* Less than US$1,000
The reportable operating segments derive their revenue primarily by achieving
returns, consisting of dividend income, interest income and appreciation in
fair value. The Company does not monitor the performance of these
investments by measure of profit or loss.
Reconciliations of reportable segment profit or loss and assets
31 December 31 December
2023 2022
US$'000 US$'000
Profit or loss
Net investments results (91,467) 19,337
Unallocated amounts:
- Management fees (9,664) (10,663)
- Non-executive director remuneration (330) (400)
- Other corporate expenses (774) (682)
(Loss)/Profit for the year (102,235) 7,592
Assets
Total assets for reportable segments 381,748 496,799
Other assets 70 82
Total assets 381,818 496,881
Liabilities
Total liabilities for reportable segments - -
Other payables 425 419
Total liabilities 425 419
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 2023, the Company recognised
dividend income from its unconsolidated subsidiaries amounting to
US$11,864,000 (2022: US$14,500,000).
Key management personnel compensation
Key management personnel of the Company are those persons having the authority
and responsibility for planning, directing and controlling the activities of
the Company.
During the financial year, directors' fees amounting to US$330,000 (2022:
US$400,000) were declared as payable to four directors (2022: 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
Pursuant to the Investment Management Agreement, the Investment Manager will
provide investment management and advisory services exclusively to the
Company. Details of the remuneration of the Investment Manager are disclosed
in the financial statements as at and for the year ended 31 December 2022.
During the financial year ended 31 December 2023, management fee amounting to
US$9,664,000 (2022: US$10,663,000) paid/payable to the Investment Manager has
been recognised in the condensed financial statements.
As at 31 December 2023 and 31 December 2022, 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 2023 and 31 December 2022.
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
THB140,000,000. As at 31 December 2022, US$3,467,000 (THB120,000,000) had been
drawn down. The Company had committed to grant the remaining loan amounting to
US$578,000 (THB20,000,000) at 31 December 2022, subject to terms set out in
the agreement. In 2023, the Company sold its interest in the joint venture,
including any loans, and all commitments were subsequently terminated.
The Company has committed to subscribe to Good Capital Fund I for an amount
less than 1% of the net asset value as at 31 December 2023. Approximately
86.49% of this commitment had been funded as at 31 December 2023 with 13.51%
of the commitment subject to be called.
The Company has committed to subscribe to Good Capital Fund II for an amount
less than 1% of the net asset value as at 31 December 2023. Approximately
21.50% of this commitment had been funded as at 31 December 2023 with 78.50%
of the commitment subject to be called.
The Company committed to incremental funding in Mavi Holding Pte. Ltd. that is
subject to certain milestones being achieved. The total remaining contingent
commitment amounts aggregate to less than 1% of the net asset value as at 31
December 2023.
In the general interests of the Company and its unconsolidated subsidiaries,
it is the Company's current policy to provide such financial and other support
to its group of companies to enable them to continue to trade and to meet
liabilities as they fall due.
14 Subsequent events
Subsequent to 31 December 2023,
· the Company sold 3.03 million warrants of MINT for a total net
consideration of US$36,000
· the Company completed the third tranche of its investment in Mavi
Holding Pte. Ltd. The total consideration was less than 1% of NAV
· the Company funded a capital call from the Good Capital Fund I as
part of its commitment as an anchor investor. The capital call amounted to
less than 1% of the Company's NAV.
· the Company funded a capital call from the Good Capital Fund II as
part of its commitment as an anchor investor. The capital call amounted to
less than 1% of the Company's NAV.
· the Company completed a follow-on investment in WCIB International
Co. Ltd. The investment amounted to less than 1% of the Company's NAV.
· the Company completed a follow-on investment in Catbus Infolabs
Private Ltd. The investment amounted to less than 1% of the Company's NAV.
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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