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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Symphony International Holdings Ld | LSE:SIHL | London | Ordinary Share | VGG548121059 | ORD NPV (CDI) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.375 | 0.36 | 0.39 | 2,789 | 16:29:55 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Investors, Nec | -91.13M | -102.24M | -0.1991 | -1.86 | 189.95M |
From Apr 2019 to Apr 2024
TIDMSIHL
RNS Number : 4954A
Symphony International Holdings Ltd
30 September 2020
Not for Distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.
30 September 2020
Symphony International Holdings Limited
Interim Financial Results for the six-month period ended 30 June 2020
Symphony International Holdings Limited ("SIHL", the "Company" or "Symphony") announces the interim results for the six months ended 30 June 2020 . The condensed interim financial statements of the Company and its subsidiaries have been prepared in accordance with IAS 34 Interim Financial Reporting and have not been audited or reviewed by the auditors of the Company.
Introduction
The Company is an investment company initially incorporated as a limited liability company under the laws of the British Virgin Islands on 5 January 2004. The Company voluntarily re-registered itself as a BVI Business Company on 17 November 2006. The Company's investment objectives are to increase the aggregate net asset value of the Company ("NAV") calculated in accordance with the Company's policies through strategic longer-term investments in consumer-related businesses, primarily in the healthcare, hospitality, lifestyle (including branded real estate developments), logistics and education sectors, and through investments in special situations and structured transactions, which have the potential to generate attractive returns and to enhance the NAV.
The Company was admitted to the Official List of the UK Listing Authority on 3 August 2007 under Chapter 14 of the UK Listing Rules and its securities were admitted to trading on the London Stock Exchange's main market for listed securities on the same date.
Symphony's Investment Manager is Symphony Asia Holdings Pte. Ltd. (the "Investment Manager" or "SAHPL"). The Company has entered into an Investment Management Agreement with the Investment Manager. SAHPL's licence for carrying on fund management in Singapore is restricted to serving only accredited investors and/or institutional investors. Symphony is an accredited investor.
As at 30 June 2020 , the issued share capital of the Company was US$409.70 million (31 December 2019 : US$ 409.70 million) consisting of 513,366,198 (31 December 2019 : 513,366,198) ordinary shares.
Net Asset Value
Symphony's NAV is the sum of its cash and cash equivalents, temporary investments, the fair value of unrealised investments (including investments in subsidiaries, associates and joint ventures) and any other assets, less any other liabilities. The unaudited financial statements contained herein may not account for the fair value of certain unrealised investments. Accordingly, Symphony's NAV may not be comparable to the net asset value in the unaudited financial statements. The primary measure of SIHL's financial performance and the performance of its subsidiaries will be the change in Symphony's NAV per share resulting from changes in the fair value of investments.
The NAV attributable to the ordinary shares on 30 June 2020 was US$0.62 (30 June 2019 : US$1.09) per share. This represented a 36.60% decline over the NAV per share of US$0.98 at 31 December 2019 . The change in NAV from 31 December 2019 to 30 June 2020 is predominantly due to a decline in the share price of Minor International Public Company Limited ("MINT"), negative movements in parameters used to value certain unlisted investments and a depreciation in the underlying currencies of certain investments.
Portfolio Overview
The following is an overview of the Company's portfolio as at 30 June 2020 :
HOSPITALITY
Minor International Public Company Limited ("MINT") is a diversified consumer business and is one of the largest hospitality and restaurant companies in the Asia-Pacific region. Anil Thadani (a Director of the Company) currently serves on MINT's board of directors. Sunil Chandiramani (a Director of the Company) currently serves as an advisor to MINT's board of directors. MINT is a company that is incorporated under the laws of Thailand and is listed on the Stock Exchange of Thailand.
MINT owns 373 hotels and manages 153 other hotels and serviced suites with 75,187 rooms. MINT owns and manages hotels in 55 countries predominantly under its own brand names that include Anantara, Oaks, NH Collection, nhow, NH Hotels, Elewana, AVANI, Per AQUUM and Tivoli. MINT also owns and operates 2,363 restaurants (comprising 1,184 equity-owned outlets and 1,179 franchised outlets) under brands that include The Pizza Company, Benihana, Swensen's, Sizzler, Dairy Queen, Burger King, Beijing Riverside, Thai Express, The Coffee Club, Veneziano Coffee Roasters, and Breadtalk. Approximately two-thirds of these outlets are in Thailand with the remaining number in other Asian countries, Europe and the Middle East.
MINT's operations also include contract manufacturing and an international lifestyle consumer brand distribution business with 466 retail outlets focusing on fashion, cosmetics, wholesale and direct marketing channels under brands that include Brooks Brothers, Esprit, Bossini, Zwilling J.A. Henckels and Bodum amongst others.
As at 30 June 2020 , the Company's gross and net investment cost in MINT was approximately US$74.02 million (31 December 2019 : US$74.02 million) and (US$142.70 million)
(31 December 2019 : (US$83.86 million)), respectively. The negative net investment cost is due to the proceeds from partial realisations being in excess of cost for this investment.
As at 30 June 2020 , the market value of the Company's investment in MINT was US$85.70 million (31 December 2019 : US$277.83 million) . The change in value since 31 December 2019 is due the decline in the share price of MINT by 43.50%, the sale of 101.39 million MINT shares that generated proceeds of US$58.84 million and a depreciation in the onshore Thai baht rate by 3.13%. Subsequent to 30 June 2020, Symphony participated in MINT's rights issue for its entitlement that resulted in the subscription to 15.90 million shares at a cost of THB17.50 per share or a total consideration of US$8.79 million. Symphony also generated proceeds of US$7.98 million from the sale of 11.28 million shares during August 2020.
HEALTHCARE
ASG Hospital Private Limited ("ASG") is a full-service eye-healthcare provider with operations in India, Africa, and Nepal. ASG was co-founded in Rajasthan, India in 2005 by Dr. Arun Singhvi and Dr. Shashank Gang. ASG's operations have since grown to 33 clinics, which offer a full range of eye-healthcare services, including outpatient consultation and a full suite of inpatient procedures (cataract, retina surgeries, Lasik, glaucoma, cornea and other complicated eye surgeries). ASG also operates an optical and pharmacy business, which is located within clinics. Symphony's invested in ASG in tranches and following the completion of the final tranche in July 2020, Symphony had a 19.24% interest in ASG.
Soothe Healthcare Pvt. Ltd. ("Soothe") was founded in 2012 and operates within the fast-growing feminine hygiene market segment in India. Together with government initiatives to promote usage, growing disposable income in India is expected to drive the market size for feminine hygiene products over the coming decades. Symphony completed its equity investment in Soothe in August 2019 and became a significant minority shareholder in the company. At the end of June 2020, Symphony, together with Soothe's largest institutional shareholder, subscribed to a convertible note in Soothe. The investment cost for the convertible note is less than 1% of NAV.
IHH Healthcare Berhad ("IHH ") is one of the largest healthcare providers in the world by market capitalisation. Its portfolio of healthcare assets includes Parkway Holdings Limited, Pantai Holdings Berhad, International Medical University, Acibadem Saglik Yatirimlari Holding A.S. ("Acibadem") and Fortis Healthcare Limited. IHH has a broad footprint of assets in Asia as well as Central and Eastern Europe. Symphony fully exited its residual
interest in IHH in January 2020 (market value at 31 December 2019 : US$4.66 million) .
LIFESTYLE
Liaigre Group ("Liaigre") is synonymous with discreet luxury and has become one of the most sought-after luxury furniture brands. Liaigre has a strong intellectual property portfolio and offers a range of bespoke furniture, lighting, fabric & leather, and accessories through a network of 26 showrooms across Europe, the US and Asia. In addition, Liaigre also undertakes exclusive interior architecture projects for select yachts, hotels, restaurants and private residences. Symphony announced in May 2016 that it acquired, as part of a consortium, Financier CL SAS, the holding company of the Liaigre.
CHANINTR ("Chanintr") is a luxury lifestyle company which primarily sells several high-end U.S. and European furniture brands and is based in Thailand. The current portfolio of furniture brands includes Christian Liaigre, Barbara Barry, Baker, Thomasville, Herman Miller, Minotti, Bulthaup kitchens, Puiforcat, and St. Louis. It also provides Furniture, Fixtures & Equipment solutions for various real estate and hotel projects. Chanintr also has the franchise to operate the Clinton Street Baking Company ("CSB") F&B outlets in selected Asian markets. In 2019, Chanintr launched a new program called Chanintr Residences which will showcase custom-designed luxury residences as turnkey projects.
Wine Connection Group ("WCG") is Southeast Asia's leading wine themed Food and Beverage chain with approximately 80 outlets in Singapore, Thailand, Malaysia and South Korea. Founded in 1998, WCG has developed an expertise in offering affordable, high quality and exclusive wines from around the world through owned F&B outlets. Symphony invested in WCG in 2014.
LIFESTYLE/REAL ESTATE
Minuet Limited ("Minuet") is a joint venture between Symphony and an established Thai partner. Symphony 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. As at 30 June 2020, Minuet held approximately 252 rai (40 hectares) of land in Bangkok.
* The Company also has a 49% shareholding in La Finta Limited, which itself holds a 2% interest in Minuet.
The Company initially invested approximately US$78.30 million by way of an equity investment and interest- bearing shareholder loan for its interest in Minuet. Since the initial investment by the Company, Minuet has received proceeds from rental income and partial land sales. As at 30 June 2020 , the Company's investment cost (net of shareholder loan repayments) was approximately US$ 32.12 million (31 December 2019 : US$32.12 million). The fair value of the Company's interest in Minuet as at 30 June 2020 was US$ 77.15 million (31 December 2019 : US$ 80.29 million) based on an independent third party valuation. The change in fair value from
31 December 2019 is predominantly due to the weakening of the Thai baht offshore rate by 4.07% and other minor movements in assets and liabilities. Subsequent to 30 June 2020, Symphony received principal shareholder loan repayments of approximately US$12.86 million that relate to the sale of small parcels of land by Minuet.
SG Land Co. Ltd. ("SG Land") is a joint venture company that owns the leasehold rights for two office buildings in downtown Bangkok - SG Tower and Millennia Tower. The two buildings in SG Land's portfolio have high occupancy rates and offer attractive rental yields. The Company holds a 49.9% interest in the venture.
The value of SG Land as at 30 June 2020 was US$ 8.03 million (31 December 2019 : US$ 9.00 million) based on an independent third party valuation. The change in value is predominantly due to the reduced lease term, used to derive fair value, and a depreciation of the Thai baht during the first half of 2020.
Niseko Property Joint Venture ("Niseko JV") is a property development venture that acquired land in Niseko, Hokkaido, Japan. Symphony has a 37.5% interest in this venture, which it acquired for a total investment of US$10.2 million and has to date received distributions of US$16.7 million that relate to the partial sale of land held by the venture. The Niseko JV sold 31% of the development site to Hanwha Hotels & Resorts with a further 39% to a new joint venture company that is equally held and being co-developed by the Niseko JV and Hanwha Hotels & Resorts. The Niseko JV continues to effectively hold approximately 50% of the development site, of which one third is held for future development and/or sale.
Desaru property joint venture in Malaysia ("Desaru") is a property joint venture in Malaysia with an affiliate of Destination Resorts and Hotels Sdn Bhd, a hotel and destination resort investment subsidiary of Khazanah Nasional Berhad, the investment arm of the Government of Malaysia. The joint venture is developing a beachfront country club and private villas on the south-eastern coast of Malaysia that will be branded and managed by One & Only Resorts. The Company has a 49% equity interest and invested approximately US$58.78 million in equity and debt in the joint venture. Based on an independent third party valuation, the investment was valued at US$38.89 million at 30 June 2020 (31 December 2019 : US$33.53 million).
Interest in Phuket Luxury Villa ("Phuket Villa"). Symphony holds a one third interest in a luxury villa in Phuket, Thailand. Together with an effective cash payment, the Phuket Villa formed part of the settlement in June 2020 for a structured loan made by Symphony in 2014. The structured transaction has earned a return of 15% per annum compounded annually on the principal loan balance. The Phuket Villa was valued by a third party independent valuer and was transferred to Symphony with a contractual minimum guarantee and profit share upon realisation.
EDUCATION
WCIB International Co. Ltd. ("WCIB") is a joint venture that developed and operates Wellington College International Bangkok, the fifth international addition to the Wellington College family of schools. WCIB operates a co-educational school that will ultimately cater to over 1,500 students aged 2-18 years of age when all phases are fully complete. WCIB commenced operations in August 2018 with inaugural students attending Nursery to Year 6. Symphony invested in the joint venture in January 2017.
Creative Technology Solutions DMCC ("CTS") is a UAE-based company that provides technology solutions to K12 schools in the UAE and the Kingdom of Saudi Arabia ("KSA"). The company was founded in 2013 to provide customized IT solutions to the education sector, including hardware, software and training. Symphony made its investment in CTS in June 2019.
LOGISTICS AND OTHER INVESTMENTS
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 with over 2,000 employees across its business units and joint ventures. ITL's strategic plans include supporting small and medium enterprises in Vietnam and across the Indochina region. Symphony's investment cost, for an approximately 25.1% stake in ITL, is US$42.6 million.
Smarten Spaces Pte. Ltd. ("Smarten") is a Singapore-based SaaS (Software-as-a-Service) company that provides software solutions for space management in commercial and industrial properties. Smarten was founded in 2017 by Dinesh Malkani, who was previously the Asia CEO for CISCO Systems, and offers over thirty micro services to manage functions that include building access control, car parking, reservation of conference rooms and individual workstations, room temperature and lighting, co-working and co-living spaces, F&B services, and community bulletin boards. Symphony invested in Smarten in two tranches beginning in November 2019 with the final subscription tranche made in September 2020.
Good Capital Partners ("GCP") and Good Capital Fund I ("GCF"): GCP is majority owned by brothers Rohan and Arjun Malhotra who founded Investopad in 2014 by investing their own capital into building substantial incubation infrastructure across India (Delhi, Bangalore and Gurgaon) and creating a thriving ecosystem of technology startups. Symphony announced its investment in July 2019 and has a stake in GCP and its first fund, GCF. Subsequent to 30 June 2020, Symphony funded a capital call from the GCF.
August Jewellery Pvt. Ltd. ("Melorra") was founded in January 2015 and is an online fast fashion jewellery company operating in India and targeting the young millennial customer that is looking for fashionable but inexpensive jewellery which can be worn as a daily accessory. Melorra's business adopts a just-in-time manufacturing approach requiring almost no inventory and utilizes 3-D printing technology to bring products to market more efficiently. Following the approach taken by Zara in the fast fashion garment segment, Melorra introduces new collections, with approximately 75 new designs every week. Symphony, through a wholly owned Singapore subsidiary, Shadows Holdings Pte Ltd ("Shadows"), invested in Melorra via a convertible note in February 2020. Subsequent to 30 June 2020, Symphony restructured and increased its investment in Melorra with a consortium of investors.
Cash and cash equivalents
Symphony has placed funds in certain temporary investments. As at 30 June 2020 , cash and cash equivalents amounted to US$0.64 million (31 December 2019 : US$7.67 million).
Outlook
There remains considerable uncertainty with the ongoing effects of Covid-19 and rising geopolitical tensions. However, the strong policy response to the pandemic by many governments has facilitated some recovery in economic activity from earlier in the year, when stronger lockdown restrictions were in place. Together with lower mortality from better treatments and expectations of the availability of vaccine for Covid-19 in the near future, market sentiment has improved.
Since the latter half of the first quarter of 2020, Symphony has been working closely with its investee companies to weather the current environment. More specifically, efforts have been focused on conserving cash, adapting business models to current challenges and keeping employees and customers safe. Where most businesses in the portfolio are seeing some normalisation in activity, the hospitality and retail sectors continue to be subdued. The recovery process for these sectors is expected to be uneven, as certain geographies such as China return to growth earlier, and more protracted. We remain cautiously optimistic that the majority of Symphony's portfolio companies will benefit from an expected faster economic recovery in Asia.
Principal Risks
Some of the risks that the Company is exposed to are described below.
The Company's and the Company's investment management team's past performance is not necessarily indicative of the Company's future performance and any unrealised values of investments presented in this document may not be realised in the future.
The Company is not structured as a typical private equity vehicle (it is structured as a permanent capital vehicle), and thus may not have a comparable investment strategy. The investment opportunities for the Company are more likely to be as a long-term strategic partner in investments, which may be less liquid, and which are less likely to increase in value in the short term.
The Company's organisational, ownership and investment structure may create certain conflicts of interests (for example in respect of the directorships, shareholdings or interests, including in portfolio companies that some of the Directors and members of the Company's investment management team may have). In addition, neither the Investment Manager nor any of its affiliates owes the Company's shareholders any fiduciary duties under the Investment Management Agreement between, inter alia, the Company and the Investment Manager. The Company cannot assume that any of the foregoing will not result in a conflict of interest that will have a material adverse effect on the business, financial condition and results of operations.
The Company is highly dependent on the Investment Manager, the Key Persons (as defined in the Investment Management Agreement) and the other members of the Company's investment management team and the Company cannot assure shareholders that it will have continued access to them or their undivided attention, which could affect the Company's ability to achieve its investment objectives.
The Investment Manager's remuneration is based on the Company's NAV (subject to minimum and maximum amounts) and is payable even if the NAV does not increase, which could create an incentive for the Investment Manager to increase or maintain the NAV in the short term (rather than the long-term) to the potential detriment of Shareholders.
The Company's investment policies contain no requirements for investment diversification and its investments could therefore be concentrated in a relatively small number of portfolio companies in the Healthcare, Hospitality, Lifestyle (including branded real estate developments), logistics and education sectors predominantly in Asia.
The Company has made, and may continue to make, investments in companies in emerging markets, which exposes it to additional risks (including, but not limited to, the possibility of exchange control regulations, political and social instability, nationalisation or expropriation of assets, the imposition of taxes, higher rates of inflation, difficulty in enforcing contractual obligations, fewer investor protections and greater price volatility) not typically associated with investing in companies that are based in developed markets.
Furthermore, the Company has made, and may continue to make, investments in portfolio companies that are susceptible to economic recessions or downturns. Such economic recessions or downturns may also affect the Company's ability to obtain funding for additional investments.
The Company's investments include investments in companies that it does not control and/or made with other co-investors for financial or strategic reasons. Such investments may involve risks not present in investments where the Company has full control or where a third party is not involved. For example, there may be a possibility that a co-investor may have financial difficulties or become bankrupt or may at any time have economic or business interests or goals which are inconsistent with those of the Company or may be in a position to take or prevent actions in a manner inconsistent with the Company's objectives. The Company may also be liable in certain circumstances for the actions of a co-investor with which it is associated. In addition, the Company holds a non-controlling interest in certain investments, and therefore, may have a limited ability to protect its position in such investments.
A number of the Company's investments are currently, and likely to continue to be, illiquid and/ or may require a long-term commitment of capital. The Company's investments may also be subject to legal and other restrictions on resale. The illiquidity of these investments may make it difficult to sell investments if the need arises.
The Company's real estate related investments may be subject to the risks inherent in the ownership and operation of real estate businesses and assets. A downturn in the real estate sector or a materialization of any of the risks inherent in the real estate business and assets could materially adversely affect the Company's real estate investments. The Company's portfolio companies also anticipate selling a significant proportion of development properties prior to completion. Any delay in the completion of these projects may result in purchasers terminating off-plan sale agreements and claiming refunds, damages and/or compensation.
The Company is exposed to foreign exchange risk when investments and/ or transactions are denominated in currencies other than the U.S. dollar, which could lead to significant changes in the net asset value that the Company reports from one quarter to another.
The Company's investment policies and procedures (which incorporate the Company's investment strategy) provide that the Investment Manager should review the Company's investment policies and procedures on a regular basis and, if necessary, propose changes to the Board when it believes that those changes would further assist the Company in achieving its objective of building a strong investment base and creating long term value for its Shareholders. The decision to make any changes to the Company's investment policy and strategy, material or otherwise, rests with the Board in conjunction with the Investment Manager and Shareholders have no prior right of approval for material changes to the Company's investment policy.
Investments in connection with special situations and structured transactions typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors' actions and market conditions, as well as general economic downturns. Investments that fall into this category tend to have relatively short holding periods and entail little or no participation in the board of the company in which such investments may be made.
Special situations and structured transactions in the form of fixed debt investments also carry an additional risk that an increase in interest rates could decrease their value.
The Company's current investment policies and procedures provide that it may invest an amount of no more than 30% of its total assets in special situations and structured transactions which, although they are not typical longer-term investments, have the potential to generate attractive returns and enhance the Company's net asset value. Following the Company's investment, it may be that the proportion of its total assets invested in longer-term investments falls below 70% and the proportion of its total assets invested in special situations and structured transactions exceeds 30% due to changes in the valuations of the assets, over which the Company has no control.
Pending the making of investments, the Company's capital will need to be temporarily invested in liquid investments and managed by a third-party investment manager of international repute or held on deposit with commercial banks before they are invested. The returns that temporary investments are expected to generate and the interest that the Company will earn on deposits with commercial banks will be substantially lower than the returns that it anticipates receiving from its longer-term investments or special situations and structured transactions.
In addition, while the Company's temporary investments will be relatively conservative compared to its longer- term investments or special situations and structured transactions, they are nevertheless subject to the risks associated with any investment, which could result in the loss of all or a portion of the capital invested.
The Investment Manager has identified but has not yet contracted to make further potential investments. The Company cannot guarantee shareholders that any or all of these prospective investments will take place in the future.
The market price of the Company's shares may fluctuate significantly and shareholders may not be able to resell their shares at or above the price at which they purchased them.
The Company's shares are currently trading, and have in the past traded, and could in the future trade, at a discount to NAV for a variety of reasons, including due to market conditions. The only way for shareholders to realise their investment is to sell their shares for cash. Accordingly, in the event that a shareholder requires immediate liquidity, or otherwise seeks to realise the value of his investment through a sale, the amount received by the shareholder upon such sale may be less than the underlying NAV of the shares sold.
Directors' Responsibility Statement
We, the directors of Symphony International Holdings Limited, confirm that to the best of our knowledge:
(a) the condensed interim financial statements, which have been prepared in accordance with IAS 34 - Interim Financial Reporting, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as required by DTR 4.2.4R ; and
(b) the interim financial results include a fair review of information required by:
(i) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and
(ii) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Company during that period, and any changes in the related party transactions described in the last annual report that could do so.
For and on behalf of the Board of Directors
Georges Gagnebin
Chairman, Symphony International Holdings Limited
Anil Thadani
Chairman, Symphony Asia Holdings Pte. Ltd.
Director, Symphony International Holdings Limited
Symphony International Holdings Limited
Condensed statement of financial position
As at 30 June 2020
Hot Features
Premium
30 June 31 December
Note 2020 2019
US$'000 US$'000
Non-current assets
Financial assets at fair value through
profit or loss 7 329,384 569,339
Prepayments 1 -
------------ --------------
329,385 569,339
------------ --------------
Current assets
Other receivables and prepayments 88 69
Cash and cash equivalents 643 7,671
------------ --------------
731 7,740
------------ --------------
Total assets 330,116 577,079
============ ==============
Equity attributable to equity holders
of the Company
Share capital 409,704 409,704
Accumulated (losses)/profits (90,940) 93,945
------------ --------------
Total equity 318,764 503,649
------------ --------------
Current liabilities
Interest-bearing borrowings 9 9,456 72,879
Other payables 1,896 551
Total liabilities 11,352 73,430
------------ --------------
Total equity and liabilities 330,116 577,079
============ ==============
Symphony International Holdings Limited
Condensed statement of comprehensive income
for the financial period from 1 January 2020 to 30 June 2020
6 months 6 months
ended ended
Note 30 June 2020 30 June 2019
US$'000 US$'000
Other operating income 28 707
Other operating expenses (2,718) (1,461)
Management fees (4,805) (5,773)
Loss before investment results and
income tax (7,495) (6,527)
Loss on disposal of financial assets
at fair value through profit or loss - (231)
Fair value changes in financial assets
at fair value through profit or loss 7 (177,390) 92,399
(Loss)/p rofit before income tax (184,885) 85,641
Income tax expense - *
---------------- ----------------
(Loss)/p rofit for the period (184,885) 85,641
Other comprehensive income for the
period,
net of tax - -
---------------- ----------------
Total comprehensive (loss)/income
for the period (184,885) 85,641
Earnings per share:
US Cents US Cents
Basic 10 (36.01) 16.68
Diluted (36.01) 16.68
================ ================
* Less than US$1,000
Symphony International Holdings Limited
Condensed statement of changes in equity
for the financial period from 1 January 2020 to 30 June 2020
Share Accumulated Total
capital Reserves profits/(losses) equity
US$'000 US$'000 US$'000 US$'000
At 1 January 2019 409,704 - 83,001 492,705
Total comprehensive income for the period - - 85,641 85,641
-------- -------- ----------------- ----------
Transactions with owners of the Company, recognised
directly in equity
Contributions by and distributions to owners
-------- -------- ----------------- ----------
Dividend paid of US$0.035 per share - - (17,968) (17,968)
-------- -------- ----------------- ----------
Total transactions with owners of the Company
-------- -------- ----------------- ----------
At 30 June 2019 409,704 - 150,674 560,378
======== ======== ================= ==========
At 1 January 2020 409,704 - 93,945 503,649
Total comprehensive income for the period - - (184,885) (184,885)
-------- -------- ----------------- ----------
At 30 June 2020 409,704 - (90,940) 318,764
======== ======== ================= ==========
Symphony International Holdings Limited
Condensed statement of cash flows
for the financial period from 1 January 2020 to 30 June 2020
6 months 6 months
ended ended
30 June 30 June
2020 2019
US$'000 US$'000
Cash flows from operating activities
(Loss)/profit before income tax (184,885) 85,641
Adjustments for:
Dividend income - (231)
Exchange loss 1,485 518
Interest income (28) (476)
Interest expense 570 405
Loss on disposal of financial assets
at fair value through profit or loss - 231
Fair value changes in financial assets
at fair value through profit or loss 177,390 (92,399)
(5,468) (6,311)
Changes in:
Other receivables and prepayments (29) (53)
Other payables 1,477 (20)
(4,020) (6,384)
Interest received (net of withholding
tax) 40 493
Net cash used in operating activities (3,980) (5,891)
--------- ---------
Cash flows from investing activity
Net proceeds received from/(provided
to) unconsolidated subsidiaries 61,086 (36,262)
Net cash from/(used in) investing
activity 61,086 (36,262)
--------- ---------
Cash flows from financing activities
Interest paid (693) (284)
Dividend paid - (17,968)
(Repayment of)/Proceeds from borrowings (63,420) 57,720
Net cash (used in)/from financing
activities (64,113) 39,468
--------- ---------
Net decrease in cash and cash equivalents (7,007) (2,685)
Cash and cash equivalents at beginning
of period 7,671 11,538
Effect of exchange rate fluctuations (21) 27
--------- ---------
Cash and cash equivalents at end of
the period 643 8,880
========= =========
Symphony International Holdings Limited
Notes to the condensed interim financial statements
for the financial period from 1 January 2020 to 30 June 2020
These notes form an integral part of the condensed interim financial statements.
1 REPORTING ENTITY
Symphony International Holdings Limited (the "Company") is a company domiciled in the British Virgin Islands.
The financial statements of the Company as at and for the year ended 31 December 2019 are available upon request from the Company's registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola VG1110 British Virgin Islands.
2 STATEMENT OF COMPLIANCE
These condensed interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the financial statements of the Company as at and for the year ended 31 December 2019 .
These condensed interim financial statements were approved by the Board of Directors on
28 September 2020.
3 SIGNIFICANT ACCOUNTING POLICIES
The accounting policies applied by the Company in these condensed interim financial statements are the same as those applied by the Company in its financial statements as at and for the year ended 31 December 2019 . The Company qualifies as an investment entity, as a result of which all immediate investments are carried at fair value through profit or loss.
4 GOING CONCERN
As at 30 June 2020, the Company's current liabilities exceeded its current assets by US$10,621,000. The Company, through its intermediate holding companies, holds listed securities amounting to US$85,695,000 (31 December 2019: US$282,494,000) which are classified as non-current assets consistent with the Company's planned investment horizon. These listed securities are liquid and can therefore be sold from time-to-time to generate additional cash to settle any existing and ongoing liabilities of the Company. The directors are therefore confident that the use of the going concern assumption for the preparation of these unaudited condensed interim financial statements for the period ended 30 June 2020 remains appropriate.
5 Estimates
The preparation of interim financial statements in conformity with International Financial Reporting Standards requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these condensed interim financial statements, the significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the condensed financial statements as at and for the year ended 31 December 2019 .
6 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 2019 .
7 Financial assets at fair value through profit or loss
During the financial period ended on 30 June 2020 :
i. During the six month period ended 30 June 2020 , Symphony Healthcare Holdings Limited and Symphony (Mint) Investment Limited, subsidiaries of the Company, sold approximately 3.5 million shares held in IHH Healthcare BHD and 101.4 million shares held in Minor International PCL., respectively in the market through a series of transactions;
ii. During the six-month period ended 30 June 2020, the Company's wholly owned subsidiary, Bacharach Holdings Limited, which holds the Company's interest in Desaru Peace Holdings Sdn Bhd ("DPHSB"), subscribed to redeemable convertible cumulative secured loan stocks issued by DPHSB. The associated cost associated with the subscription amounted to US$11.2 million;
iii. During the six-month period ended 30 June 2020, the Company's wholly owned subsidiary, Bublé Holdings Limited, received cumulative distributions of US$16.7 million from a joint venture company in relation to the sale of land in Niseko, Hokkaido, Japan.
iv. During the six-month period ended 30 June 2020, the Company's wholly owned subsidiary, Britten Holdings Pte. Ltd., subscribed to additional equity in ASG Hospital Private Limited. The associated cost for the investment was less than 1% of NAV;
v. On 18 March 2020, the Company's wholly owned subsidiary, Thai Education Holdings Pte. Ltd., subscribed to additional equity in WCIB International Co. Ltd. The associated cost for the investment was less than 1% of NAV;
vi. On 10 February 2020, the Company's wholly owned subsidiary, Shadows Holdings Pte. Ltd., subscribed to a convertible note issued by August Jewellery Private Limited. The associated cost for the investment was less than 1% of NAV;
vii. On 30 June 2020, the Company's wholly owned subsidiary, Britten Holdings Pte. Ltd., subscribed to a convertible note issued by Soothe Healthcare Private Limited. The associated cost for the investment was less than 1% of NAV;
viii. The Company recognised a loss in financial assets at fair value through profit or loss of US$177,390,000 (30 June 2019 : gain of US$ 92,399,000 ).
8 financial instruments
Accounting classification and fair values
The carrying amounts and fair values of financial assets and financial liabilities are as follows. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
Carrying amount
------------------------------------------------------
Fair value
through Other
profit Amortised financial
or loss cost liabilities Total Fair value
US$'000 US$'000 US$'000 US$'000 US$'000
30 June 2020
Financial assets
measured at fair
value
Financial assets
at fair value through
profit or loss 329,384 - - 329,384 329,384
Financial assets
not measured at fair
value
Other receivables(1) - 62 - 62
Cash and cash equivalents - 643 - 643
------------------- --------- ------------ --------
329,384 705 - 330,089
=================== ========= ============ ========
Financial liabilities
not measured at fair
value
Interest-bearing
borrowings - - (9,456) (9,456)
Other payables - - (1,896) (1,896)
- - (11,352) (11,352)
=================== ========= ============ ========
31 December 2019
Financial assets
measured at fair
value
Financial assets
at fair value through
profit or loss 569,339 - - 569,339 569,339
Financial assets
not measured at fair
value
Other receivables(1) - 11 - 11
Cash and cash equivalents - 7,671 - 7,671
569,339 7,682 - 577,021
=================== ========= ============ ========
Financial liabilities
not measured at fair
value
Interest-bearing
borrowings - - (72,879) (72,879)
Other payables - - (551) (551)
- - (73,430) (73,430)
=================== ========= ============ ========
(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, interest-bearing borrowings 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 considered less than active; or other valuation techniques in which all significant inputs are directly or indirectly observable from market data.
-- Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique includes input not based on observable data and the unobservable inputs have a significant effect on the instruments' valuation. This category includes instruments that are valued based on quoted prices for similar instruments but for which significant unobservable adjustments or assumptions are required to reflect differences between instruments.
Level 1 Level 2 Level 3 Total
US$'000 US$'000 US$'000 US$'000
30 June 2020
Financial assets at fair
value through profit or
loss - - 329,384 329,384
31 December 2019
Financial assets at fair
value through profit or
loss - - 569,339 569,339
========== ========== ========== ==========
The fair value hierarchy table excludes financial assets and financial liabilities such as cash and cash equivalents, other receivables and payables and interest-bearing borrowings because their carrying amounts approximate their fair values due to their short-term period to maturity/repricing.
Level 3 valuations
The following table shows a reconciliation from the beginning balances to the ending balances for fair value measurements in Level 3 of the fair value hierarchy.
30 June 31 December
2020 2019
Financial assets at
fair value through
profit or loss
US$'000 US$'000
Balance at 1 January 569,339 486,790
Fair value changes in profit or loss (177,390) 43,533
Net (repayment from)/advance to unconsolidated
subsidiaries (64,065) 48,080
Additions/(disposal) 1,500 (9,064)
Balance at 30 June/31 December 329,384 569,339
============ ==============
Significant unobservable inputs used in measuring fair value
This table below sets out information about significant unobservable inputs used at 30 June 2020 in measuring the underlying investments of the financial assets categorised as Level 3 in the fair value hierarchy excluding investments purchased during the year that are valued at transaction prices as they are reasonable approximation of fair values and ultimate investments in listed entities.
Fair Fair value
value at 31 Sensitivity
at 30 December to changes
June 2019 in significant
2020 US$'000 Valuation Unobservable Range (Weighted unobservable
Description US$'000 technique input average) inputs
------------- -------- ---------- ------------------ ----------------- --------------- ------------------
0%-8.6%
(Dec 2019
Rental : 0%-6 %)
growth The estimated
rate 80%-90% fair value
(Dec 2019 would increase
Occupancy : 80%-90 if the rental
rate %) growth rate
and occupancy
13%-13.5% rate were higher
Rental Discount (Dec 2019 and the discount
properties 7,940 8,804 Income approach rate : 13%-13.5%) rate was lower.
US$73 to
US$4,169
per square
meter The estimated
Price per (Dec 2019 fair value
square : US$76 to would increase
Comparable meter US$4,143 if the price
Land related valuation for comparable per square per square
investments 117,324 137,044 method land meter) meter was higher.
------------- -------- ---------- ------------------ ----------------- --------------- ------------------
Fair Fair value
value at 31 Sensitivity
at 30 December to changes
June 2019 in significant
2020 US$'000 Valuation Unobservable Range (Weighted unobservable
Description US$'000 technique input average) inputs
------------- -------- ---------- ------------------ ----------------- --------------- ------------------
The estimated
1.2x to 579.3 fair value
x, median would increase
10.0x) if the EBITDA
(Dec 2019 multiple was
Enterprise EBITDA : 3.0x to higher.
value using multiple 19.4 x, median
comparable (times) 9.1x)
traded multiples, The estimated
adjusted 0.4x to 2.5 fair value
net asset x, median would increase
value or Revenue 1.6x) if the Revenue
Operating option pricing multiple (Dec 2019 multiple was
business 67,862 33,415 model (times) : N/A) higher.
Discount 25% The estimated
for lack fair value
of marketability would increase
if the discount
for lack of
marketability
was lower.
(Dec 2019
: 25 %)
Discount 25-100% The estimated
to tangible fair value
assets would increase
for lack if the discount
of liquidity was lower.
(Dec 2019
: 25-100
%)
Volatility 32.5% The estimated
fair value
would increase
if volatility
was higher
(Dec 2019
: N/A)
Risk-free 5.9% The estimated
rate fair value
would increase
if risk free
rate was lower
(Dec 2019
: N/A)
The estimated
fair value
would increase
if the revenue
Greenfield growth increases,
business 3.6% - 52.6% expenses ratio
held for Discounted (Dec 2019 decreases,
more than cash flow Revenue : 3.8% - and WACC was
12-months 10,220 23,484 method growth 56.0%) lower.
Expense 73.7% - 120.0
ratio % (Dec 2019
: 73.7% -
102.5%)
Weighted 12.2% (Dec
average 2019 : 10.7%)
cost of
capital
("WACC")
------------- -------- ---------- ------------------ ----------------- --------------- ------------------
The rental growth rate represents the growth in rental income during the leasehold period while the occupancy rates represent the percentage of the building that is expected to be occupied during the leasehold period. Management adopt a valuation report produced by an independent valuer that determines the rental growth rate and occupancy rate after considering the current market conditions and comparable occupancy rates for similar buildings in the same area.
The discount rate is related to the current yield on long-term government bonds plus a risk premium to reflect the additional risk of investing in the subject properties. Management adopt a valuation report produced by an independent valuer that determines the discount based on the independent valuer's judgement after considering current market rates.
The comparable recent sales represent the recent sales prices of properties that are similar to the Group's 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. The amount is further discounted for considerations such as lack of marketability.
The revenue multiple represents the amount that market participants would use when pricing investments. The revenue multiple is selected from comparable public companies with similar business as the underlying investment. Management obtains the median revenue multiple from the comparable companies and applies the multiple to the revenue of the underlying investment. The amount is further discounted for considerations such as lack of marketability.
The discount for lack of marketability represents the discount applied to the comparable market multiples to reflect the illiquidity of the investee relative to the comparable peer group. Management determines the discount for lack of marketability based on its judgement after considering market liquidity conditions and company-specific factors.
Where an EBITDA multiple is not available, the net assets may be used as a proxy for fair value of an underlying investment. In such instances, a discount to certain tangible assets, including inventory, trade receivables and fixed assets are taken for lack of liquidity to arrive at an adjusted net asset value.
The option pricing model uses distribution allocation for each equity instrument at different valuation breakpoints, taking into consideration the different rights / terms of each instrument. An option pricing computation is done using a Black Scholes Model at different valuation breakpoints (strikes) using market volatility and risk-free rate parameters.
The revenue growth represents the growth in sales of the underlying business and is based on the operating management team's judgement on the change of various revenue drivers related to the business from year-to-year. The expense ratio is based on the judgement of the operating management team after evaluating the expense ratio of comparable businesses and is a key component in deriving EBITDA and free cash flow for the greenfield business. The free cashflow is discounted at the weighted average cost of capital to derive the enterprise value of the greenfield business. Net debt is then deducted to arrive at an equity value for the business. Weighted cost of capital 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$85,695,000 (31 December 2019 : US$282,494,000) are held through intermediate holding companies; the value of these companies are mainly determined by the fair values of the ultimate investments.
Sensitivity analysis
Although the Company believes that its estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value. For fair value measurements in Level 3 assets, changing one or more of the assumptions used to reasonably possible alternative assumptions would have the following effects on the profit or loss:
-------- 30 June 2020 -------- 30 June 2019
-------- --------
Effect on profit or Effect on profit or
loss loss
Favourable (Unfavourable) Favourable (Unfavourable)
US$'000 US$'000 US$'000 US$'000
Level 3 assets 31,741 (32,029) 40,142 (36,838)
============= ================= ============= =================
The favourable and unfavourable effects of using reasonably possible alternative assumptions have been calculated by recalibrating the valuation model using a range of different values.
For rental properties, the projected rental rates and occupancy levels were increased by 5% for the favourable scenario and reduced by 5% for the unfavourable scenario. The discount rate used to calculate the present value of future cash flows was also decreased by 1% for the favourable case and increased by 1% for the unfavourable case compared to the discount rate used in the valuation as at 30 June 2019.
For land related investments (except those held for less than 12-months where cost approximates fair value), which are valued on comparable transaction basis by third party valuation consultants, the fair value of the land is increased by 15% in the favourable scenario and reduced by 15% in the unfavourable scenario.
For operating businesses (except those where a last transacted price exists within the past 12-months that provides the basis for fair value) that are valued on a trading comparable basis using either revenue or enterprise value to earnings before interest, tax, depreciation and amortisation ("EBITDA"), the revenue or EBITDA is increased by 15% and decreased by 15% in the favourable and unfavourable scenarios. Similarly, where adjusted net assets are used, the value is increased by 15% and decreased by 15% in the favourable and unfavourable scenarios.
For operating business that are valued using an option pricing model, the volatility is increased by 10% and the risk free rate is reduced by 1% in the favourable scenario. The volatility is reduced by 10% and the risk free rate is increased by 1% in the unfavourable scenario.
For greenfield businesses (except those where a last transacted price exists within the past
12-months) that are valued using a discounted cashflow, the revenue growth rate is increased by 1%, the expense ratio rate is decreased by 5% and the WACC is reduced by 1% in the favourable scenario. Conversely, in the unfavourable scenario, the revenue growth rate is reduced by 1%, the expense ratio rate is increased by 5% and the WACC is increased by 1%.
9 Interest bearing borrowings (secured)
Total interest bearing borrowings at 30 June 2020 amounted to US$ 9,456,000 (31 December 2019 : US$72,879,000), which consisted of US$ Nil (31 December 2019 : US$ 5,428,000 ) associated with a property related investment in Niseko, Hokkaido, Japan and bank debt of US$9,456,000 (31 December 2019 : US$67,451,000).
10 earnings PER SHARE
6 months 6 months
ended ended
30 June 2020 30 June 2019
US$'000 US$'000
Basic and diluted earnings per share
are based on:
(Loss)/p rofit for the period attributable
to ordinary shareholders (184,885) 85,641
================ ================
Basic and diluted earnings per share
Number Number
of shares of shares
30 June 30 June
2020 2019
Issued ordinary shares at 1 January
and 30 June 513,366,198 513,366,198
================ ================
Weighted average number of shares
(basic) 513,366,198 513,366,198
================ ================
At 30 June 2020 and 30 June 2019, there were no outstanding share options to subscribe for ordinary shares of no par value.
11 Operating segments
The Company has investment segments, as described below. Investment segments are reported to the Board of Directors of Symphony Asia Holdings Pte. Ltd., the Investment Manager, who review this information on a regular basis.
For the period ending 30 June 2020, the Company has revised its reportable segments. The following summarises the changes made to the reporting business segments:
a. Following a review by management, certain investments that were previously included under the 'Cash and temporary investments' have been separated into a new 'Other' category, which now also includes special situations type investments.
The change in segment reporting has no impact on the net profit or loss of the Company. To enable comparisons with prior period performance and position, segment information for the period ended 30 June 2019 has been re-presented.
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 IHH Healthcare
Bhd (IHH), ASG Hospital Private Limited
(ASG) and Soothe Healthcare Private
Limited (Soothe)
Hospitality Includes investment in Minor International
Public Company Limited (MINT)
Education Includes investments in WCIB International
Co. Ltd. (WCIB) and Creative Technology
Solutions DMCC (CTS)
Lifestyle Includes investments in Chanintr Living
Ltd. (Chanintr), the Wine Connection
Group (WCG) and Liaigre Group (Liaigre)
Lifestyle/Real Estate Includes investments in Minuet Ltd.,
SG Land Co. Ltd., a property joint
venture in Niseko, Hokkaido, Japan
and Desaru Peace Holdings Sdn Bhd and
a villa in Phuket, Thailand
Logistics Includes investment in Indo Trans Logistics
Other Corporation (ITL)
Includes Smarten Spaces Pte. Ltd. (Smarten),
Good Capital Partners and Good Capital
Fund I (collectively, Good Capital),
structured investments and a global
listed portfolio
Cash and temporary investments Includes government securities or other
investment grade securities, liquid
investments which are managed by third
party investment managers of international
repute, and deposits placed with commercial
banks
The reportable operating segments derive their revenue primarily by achieving returns, consisting of dividend income, interest income and appreciation in fair value. The Company does not monitor the performance of the investments by measure of profit or loss.
Information regarding the results of each reportable segment is included below:
Lifestyle/ Cash and Others
real temporary
Healthcare Hospitality Education Lifestyle estate Logistics investments Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
6 months ended 30
June 2020
Investment income
* Interest income - - - - 5 - 23 - 28
- - - - 5 - 23 - 28
------------- -------------- ------------ ------------ ------------- ------------ -------------- ---------- ----------
Investment expenses
* Exchange loss (2) * (2) 65 (1,641) * 97 (2) (1,485)
* Fair value changes in financial assets at fair value
through profit or loss (535) (133,480) (15,777) (1,365) (12,062) (14,206) (21) 56 (177,390)
(537) (133,480) (15,779) (1,300) (13,703) (14,206) 76 54 (178,875)
Net investment results (537) (133,480) (15,779) (1,300) (13,698) (14,206) 99 54 (178,847)
============= ============== ============ ============ ============= ============ ============== ========== ==========
6 months ended 30
June 2019
(re-presented)(1)
Investment income
* Dividend income - - - - - - 231 - 231
* Interest income - - - - 12 378 86 - 476
* Fair value changes in financial assets at fair value
through profit or loss 915 76,305 (1,793) 13,798 3,130 (241) 2 283 92,399
------------- -------------- ------------ ------------ ------------- ------------ -------------- ---------- ----------
915 76,305 (1,793) 13,798 3,142 137 319 283 93,106
============= ============== ============ ============ ============= ============ ============== ========== ==========
Investment expenses
* Exchange loss 5 * * (475) (56) * 8 * (518)
* Loss on disposal of financial assets at fair value
through profit or loss - - - - - - (231) - (231)
5 * * (475) (56) * (223) * (749)
------ ------- ------- ------ ------- ------ -------- ------ --------
Net investment results 920 76,305 (1,793) 13,323 3,086 137 96 283 92,357
====== ======= ======= ====== ======= ====== ======== ====== ========
30 June 2020
Segment assets 29,335 85,817 10,560 32,134 130,982 28,440 654 12,105 330,027
====== ======= ======= ====== ======= ====== ======== ====== ========
Segment liabilities - - - - - - (9,456) - (9,456)
====== ======= ======= ====== ======= ====== ======== ====== ========
31 December 2019
Segment assets 28,301 278,019 25,086 33,415 145,848 42,641 7,681 16,019 577,010
====== ======= ======= ====== ======= ====== ======== ====== ========
Segment liabilities - - - - (5,428) - (67,451) - (72,879)
====== ======= ======= ====== ======= ====== ======== ====== ========
* less than US$1,000
(1) see note 11(a)
Reconciliations of reportable segment profit or loss, assets and liabilities
30 June 30 June
2020 2019
US$'000 US$'000
Profit or loss
Total net investment results for reportable
segments (178,901) 92,074
Net investment results for other segments 54 283
Unallocated amounts:
* Other corporate expenses (6,038) (6,716)
------------ ----------
(Loss)/Profit for the period (184,885) 85,641
============ ==========
30 June 31 December
2020 2019
US$'000 US$'000
Assets
Total assets for reportable segments 317,922 560,991
Assets for other segments 12,105 16,019
Other assets 89 69
---------- --------------
Total assets 330,116 577,079
========== ==============
Liabilities
Total liabilities for reportable segments 9,456 72,879
Other payables 1,896 551
Total liabilities 11,352 73,430
========== ==============
12 Significant Related Party Transactions
For the purposes of these condensed interim financial statements, parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or entities.
Key management personnel compensation
Key management personnel of the Company are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company. The directors of the Company are considered as key management personnel.
During the financial period ended 30 June 2020 , directors' fees amounting to US$199,000
(30 June 2019 : US$182,000) were declared as payable to four directors of the Company. The remaining two directors of the Company are also directors of the Investment Manager who provides management and administrative services to the Company on an exclusive and discretionary basis. No remuneration has been paid to these two directors as the cost of their services form part of the Investment Manager's remuneration.
Other related party transactions
During the financial period ended 30 June 2020 , the Company recognised interest income from its unconsolidated subsidiaries amounting to US $5,000 (30 June 2019 : US$ 390,000 ).
Pursuant to the Investment Management Agreement, the Investment Manager will provide investment management and advisory services exclusively to the Company. Details of the remuneration of the Investment Manager are disclosed in the financial statements as at and for the year ended 31 December 2019 . During the financial period ended 30 June 2020 , management fee amounting to US$4,805,000 (30 June 2019 : US$5,773,000) paid/payable to the Investment Manager has been recognised in the condensed interim financial statements.
Other than as disclosed elsewhere in the condensed interim financial statements, there were no other significant related party transactions during the 6 months periods ended 30 June 2020 and 30 June 2019 .
13 commitments
In September 2008, the Company entered into a loan agreement with a joint venture, held via its unconsolidated subsidiary, to grant loans totalling US$ 4,500,000 (THB140,000,000) to the joint venture in accordance with the terms as set out therein. As at 30 June 2020 , US$ 3,900,000 (THB THB120,000,000 ) (30 June 2019 : US$ 3,900,000 (THB120,000,000)) has been drawn down. The Company is committed to grant the remaining loan amounting to US$ 650,000 (THB 20,000,000 ) (30 June 2019 : US$ 650,000 (THB20,000,000)), subject to terms set out in the agreement.
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 30 June 2020,
-- Symphony participated in MINT's rights issue and took up its entitlement of 15.90 million shares for a total consideration of US$8.79 million. Separately, Symphony sold an additional 11.28 million MINT shares through a series of market transactions that generated net proceeds of US$7.98 million.
-- Symphony received principal shareholder loan repayments of approximately US$12.86 million that relate to the sale of small parcels of land by Minuet.
-- Symphony restructured and increased its investment in August Jewellery Pvt. Ltd. (Melorra) with a consortium of investors. The increase investment by Symphony amounts to less than 1% of the Company's NAV.
-- Symphony completed its final investment tranche to subscribe to shares ASG Hospital Private Limited as per the original investment agreement. The cost of the final investment tranche amounted to less than 1% of the Company's NAV.
-- Symphony 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.
-- Symphony completed the second and final investment tranche in Smart Smarten Spaces Pte. Ltd. as per the original investment agreement. The investment amounted to less than 2% of the Company's NAV.
-- Symphony completed a follow-on investment in WCIB International Co. Ltd. for the ongoing phased development of the school. The investment amounted to less than 1% of the Company's NAV.
15 COVID-19
On 11 March 2020, the World Health Organisation declared the Coronavirus (COVID-19) outbreak a pandemic in recognition of its rapid spread across the globe, with over 200 countries now affected. The outbreak and the response of governments in dealing with the pandemic has seen a corresponding significant increase in financial market volatility and corresponding fluctuations in the fair value of the Company's investment portfolio.
Management of the Company has performed an assessment of the impact of COVID-19 outbreak on its investment portfolio and believes that the fair value of its investment portfolio reflects the conditions known until the date of adoption of the condensed interim financial statements.
The COVID-19 crisis is still unfolding, and the full impact of the pandemic is not capable of being qualitatively or quantitatively assessed on the businesses of the investee companies and on the value of the Company's investment portfolio. Management will continue to assess the situation and take precautionary measures to deal with the implications of COVID-19 in accordance with guidelines provided by the different authorities and will take the necessary actions to ensure the long-term sustainability of the Company.
IMPORTANT INFORMATION
This document is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States or any other jurisdiction into which the publication or distribution would be unlawful. These materials do not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful. THE securities referred to in this document have not been and will not be registered under the securities laws of such jurisdictions and may not be sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within such jurisdictions.
No representation or warranty is made by the Company or its Investment Manager as to the accuracy or completeness of the information contained in this document and no liability will be accepted for any loss whatsoever arising in connection with such information.
This Document contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "potential", "should", "will" and "would" or the negative of those terms or other comparable terminology, are based on the Company's beliefs, assumptions and expectations of its future performance, taking into account all information currently available to it at the date of this document. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to the Company at the date of this announcement or are within its control. If a change occurs, the Company's business, financial condition and results of operations may vary materially from those expressed in its forward-looking statements. Neither the Company nor its Investment Manager undertake to update any such forward looking statements
Statements contained in this DOCUMENT regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this document is subject to change without notice and, except as required by applicable law, neither the Company nor THE INVESTMENT MANAGER assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.
This document is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Company in any jurisdiction. All investments are subject to risk. Past performance is no guarantee of future returns. Shareholders and prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decisions.
This DOCUMENT is not an offer of securities for sale into the United States. The Company's securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States .
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this DOCUMENT.
The Company and the Investment Manager are not associated or affiliated with any other fund managers whose names include "Symphony", including, without limitation, Symphony Financial Partners Co., Ltd.
End of Announcement
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September 30, 2020 02:00 ET (06:00 GMT)
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