Final Results

RNS Number : 7424F

Symphony International Holdings Ltd

25 February 2015

 



Not for Distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.

25 February 2015

Symphony International Holdings Limited

Financial Results for the year ended 31 December 2014

Symphony International Holdings Limited ("Symphony" or the "Company") announces results for the year ended 31 December 2014. The condensed financial statements of the Company has not been audited or reviewed by the auditors of the Company.

Introduction

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

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

As at 31 December 2014, the issued share capital of the Company was US$409.13 million (31 December 2013: US$402.05 million) consisting of 523,557,998 (31 December 2013: 515,224,698) ordinary shares.

Net Asset Value

The NAV attributable to the ordinary shares on 31 December 2014 was US$1.3473 (31 December 2013: US$1.1759) per share. This represented a 14.6 per cent increase over the NAV per share of US$1.1759 at 31 December 2013.

Portfolio Overview

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

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

At the end of 2014, MINT owned 45 hotels and managed 74 other hotels and serviced suites with 14,721 rooms. In addition to owning hotels under the Four Seasons, St. Regis and Marriott brands, MINT owns and manages hotels under its own brand names that include Anantara, Oaks, Elwana, Avani and Per AQUUM in 18 countries. As at 31 December 2014, MINT also owned and operated 1,708 restaurants (comprising 848 equity-owned outlets and 860 franchised outlets) under the brands The Pizza Company, Swensen's, Sizzler, Dairy Queen, Burger King, Beijing Riverside, Thai Express, The Coffee Club amongst others. Approximately two-thirds of these outlets are in Thailand with the remaining number in other Asian countries and the Middle East. MINT's operations also include contract manufacturing and an international lifestyle consumer brand distribution business in Thailand focusing on fashion, cosmetics through retail (297 outlets), wholesale and direct marketing channels under brands that include GAP, Esprit, Bossini, Red Earth, Tumi and Zwilling Henckels amongst others.

The Company's investment cost at 31 December 2014 in MINT amounted to approximately US$69.5 million (including the cost of the acquisition of shares in Minor Corporation Public Company Limited that were exchanged for ordinary shares in MINT as part of a merger of the two entities in June 2009). The Company held 327.1 million ordinary shares and 16.6 million warrants to subscribe to ordinary shares in MINT at 31 December 2014.  On the same date, the fair market value of the Company's investment in MINT was approximately US$323.2 million (31 December 2013: US$208.6 million), representing a change in value of approximately US$114.6 million for the year. The change in value during the year was due to an increase in the share price of MINT, which was driven by the continued improvement in financial performance and ongoing expansion of MINT.

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

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

The Company initially invested approximately US$78.3 million by way of an equity investment and interest bearing shareholder loan for its interest in Minuet. Since the initial investment by the Company, Minuet has received proceeds from rental income and partial land sales.

As at 31 December 2014 Minuet held approximately 380 rai (61 hectares) of land in Bangkok, Thailand. The Company's investment cost on the same date (net of shareholder loan repayments) was approximately US$61.7 million. The fair value of the Company's interest in Minuet as at 31 December 2014 was US$87.7 million (31 December 2013: US$86.7 million), which is based on an independent third party valuation of the land plus the net value of the other assets and liabilities of Minuet. The change in value during the year was predominantly due to a marginal increase in value of the land held by Minuet.

Parkway Life Real Estate Investment Trust ("P-REIT") is one of Asia's largest listed healthcare real estate investment trusts by asset size. It is listed on the Singapore Exchange. P-REIT was established by Parkway Holdings Limited to invest primarily in income-producing real estate and/or real estate-related assets in the Asia-Pacific region that is/are used primarily for healthcare and/or healthcare-related purposes. As at 31 December 2014, P-REIT's total portfolio size stood at 41 properties with a value of approximately S$1.5 billion. P-REIT owns the leasehold to three Singapore hospitals, which are leased to Parkway Holdings Limited on long-term leases, and a mixture of leasehold and freehold ownership of 37 properties in Japan and strata titled units/lots within Gleneagles Medical Centre, Kuala Lumpur, Malaysia. The Company holds 38.5 million units in P-REIT, which equates to a shareholding of approximately 6.36 per cent.

As at 31 December 2014, the Company had an investment cost of approximately US$33.8 million (31 December 2013: US$33.8 million) in P-REIT units; the fair value on the same date was US$68.5 million (31 December 2013: US$71.6 million), representing a decline in value of approximately US$3.1 million for the year. The change in value was due to a weakening of the Singapore dollar during the year.

IHH Healthcare Berhad ("IHH") is one of the largest healthcare providers in the world by market capitalisation. Its portfolio of healthcare assets includes Parkway Holdings Limited, Pantai Holdings Berhad, International Medical University, Acibadem Saglik Yatirimlari Holding A.S. ("Acibadem") and a minority shareholding in Apollo Hospitals Enterprises Limited. IHH has a broad footprint of assets in Asia as well as Turkey, Abu Dhabi, Central and Eastern Europe that employ 25,000 people and operate over 6,000 licensed beds in 37 hospitals worldwide.

The Company invested US$50.1 million in February 2012 to acquire shares in Integrated Healthcare Hastaneler Turkey Sdn Bhd, which were subsequently converted into 56.2 million shares of IHH at the time of IHH's IPO in July 2012. At 31 December 2014 the fair value of the Company's investment in IHH was US$77.1 million (31 December 2013: US$66.2 million), representing an unrealised gain in value of approximately US$10.9 million for the year. The change in value during the year was due to a rise in the share price of IHH, which was partially offset by a weaker Malaysian ringgit. The increase in share price was driven by a continued improvement in performance due to the ramp-up of new hospitals and growth in existing hospitals.

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

The Company invested approximately US$29.0 million in January 2012 for its interest in Desaru. Based on an independent third party valuation of the land plus the net value of the other assets and liabilities of Desaru, the investment was valued at US$27.5 million at 31 December 2014 (31 December 2013: US$29.4 million). The decline in value during the year is reflective of the weakening of the Malaysian ringgit by 6.7% during the same period.

SG Land Co. Ltd("SG Land") is a joint venture company that owns the leasehold rights for two office buildings in downtown Bangkok - SG Tower and Millenia Tower. The two buildings in SG Land's portfolio have high occupancy rates and offer attractive rental yields. The Company holds a 49.9% interest in the venture.

The value of SG Land as at 31 December 2014was US$16.0 million (31 December 2013: US$16.2 million), which is based on an independent third party valuation of the buildings plus the net value of the other assets and liabilities of SG Land. The change in value during the year is predominantly due to a weakening of the Thai baht and a reduced term of the lease on the buildings that is used to determine fair value.

Niseko property Joint Venture in Japan - The Company invested in a property development venture in March 2011 that acquired two hotels in Niseko, Hokkaido, Japan, which were demolished in late 2012 and are intended to be redeveloped into an upmarket ski-resort development.  The joint venture is still evaluating its options in relation to the development of the project.  The Company has a 37.5% interest in the venture. The investment amount was less than 2% of NAV.

Wine Connection Group - At the end of April 2014, Symphony invested in the Wine Connection Group ("WCG"), Southeast Asia's leading wine themed Food and Beverage chain with over 50 outlets in Singapore and Thailand. The investment amount was less than 2% of NAV.

Structured Transaction  - In February 2014, Symphony completed a structured transaction, which provides a minimum return of 15% per annum. The investment amount is less than 2% of NAV.

C Larsen Singapore Pte Limited ("C Larsen") is an importer and distributor of high-end U.S. and European furniture brands that include Christian Liaigre, Martha Stewart, Barbara Barry, Baker, Herman Miller, Minotti and Thomasville. The market served by this business is primarily Thailand, but the intention is to grow the business gradually into other parts of Asia. The investment amount is less than 2% of NAV.

Maison Takuya ("MT") is a luxury hand crafted leather accessories brand that is marketed globally. Europe and Japan account for the majority of its sales. MT has not performed to expectations. As a result, during the fourth quarter, the Company exited this investment. The investment amount was less than 2% of NAV.

Note: Investment cost is net of shareholder loan repayments and proceeds from share sales where applicable.

Cash and Cash Equivalents

Pending investment in suitable opportunities, Symphony has placed funds in certain temporary investments. As at 31 December 2014, cash and cash equivalents that predominantly comprised bank deposits amounted to US$80.4 million (31 December 2013: US$126.2 million).

Principal Risks and Uncertainties

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Symphony International Holdings Limited

Unaudited condensed statement of financial position

As at 31 December 2014

	Note	31 December 2014	31 December 2013 (Restated*)
		US$'000	US$'000
Non-current assets
Financial assets at fair value through profit or loss	6, 7	630,053	485,227
		630,053	485,227
Current assets
Other receivables and prepayments		43	47
Cash and cash equivalents		80,376	126,231
		80,419	126,278
Total assets		710,472	611,505
Equity attributable to equity holders of the Company
Share capital		409,127	402,054
Reserves		61,596	59,798
Accumulated profits		234,688	144,022
Total equity		705,411	605,874
Current liabilities
Interest-bearing borrowings (secured)		4,748	5,332
Other payables		313	299
		5,061	5,631
Total equity and liabilities		710,472	611,505

*see Note 3

Symphony International Holdings Limited

Unaudited condensed statement of comprehensive income

for the financial year ended 31 December 2014

	Note	31 December 2014	31 December 2013 (Restated*)
		US$'000	US$'000
Other operating income		1,847	2,219
Other operating expenses		(8,823)	(5,680)
Management fees		(15,000)	(14,901)
		(21,976)	(18,362)
Share options expense		(3,871)	(7,080)
Loss before investment results and income tax		(25,847)	(25,442)
Fair value changes in financial assets at fair value through profit or loss	7	141,528	14,425
Profit/(Loss) before income tax		115,681	(11,017)
Income tax expense		-	-
Profit/(Loss) for the year		115,681	(11,017)
Other comprehensive income for the year, net of tax		-	-
Total comprehensive income/(loss) for the year		115,681	(11,017)
Earnings per share:		US Cents	US Cents
Basic	8	22.23	(2.14)
Diluted		21.15	(2.14)

*see Note 3

Symphony International Holdings Limited

Unaudited condensed statement of changes in equity

for the financial year ended 31 December 2014

	Share capital	Equity compensation reserve	Foreign currency translation reserve	Accumulated profits	Total equity
	US$'000	US$'000	US$'000	US$'000	US$'000
At 1 January 2013, as previously reported	402,054	52,718	14,850	140,189	609,811
Impact of changes in accounting policies	-	-	(14,850)	14,850	-
At 1 January 2013, as restated	402,054	52,718	-	155,039	609,811
Total comprehensive income for the year (restated)	-	-	-	(11,017)	(11,017)
Transactions with owners of the Company, recognised directly in equity
Value of services received for issue of share options	-	7,080	-	-	7,080
Total transactions with owners of the Company	-	7,080	-	-	7,080
At 31 December 2013, as restated	402,054	59,798	-	144,022	605,874
At 1 January 2014, as previously reported	402,054	59,798	(2,487)	146,509	605,874
Impact of changes in accounting policies	-	-	2,487	(2,487)	-
At 1 January 2014, as restated	402,054	59,798	-	144,022	605,874
Total comprehensive income for the year	-	-	-	115,677	115,677
Transactions with owners of the Company, recognised directly in equity
Issuance of shares	5,000	-	-	-	5,000
Value of services received for issue of share options	-	3,871	-	-	3,871
Exercise of share options	2,073	(2,073)	-	-	-
Dividend paid	-	-	-	(25,011)	(25,011)
Total transactions with owners of the Company	7,073	1,798	-	(25,011)	(16,140)
At 31 December 2014	409,127	61,596	-	234,688	705,411

Symphony International Holdings Limited

Unaudited condensed statement of cash flows

for the financial year ended 31 December 2014

		31 December 2014	31 December 2013 (Restated*)
		US$'000	US$'000
Cash flows from operating activities
Profit/(Loss) before income tax		115,681	(11,017)
Adjustments for:
Exchange loss		3,895	4,214
Interest income		(1,847)	(2,178)
Dividend income		-	(41)
Interest expense		34	37
Bad debts		3,632	176
Fair value changes in financial assets at fair value through profit or loss		(141,528)	(14,425)
Share options expense		3,871	7,080
		(16,262)	(16,154)
Changes in working capital:
(Increase)/Decrease  in other receivables and prepayments		(4)	18
Increase in other payables and accrued operating expenses		14	78
		(16,252)	(16,058)
Dividend received		-	3
Interest received (net of withholding tax)		1,856	2,153
Net cash used in operating activities		(14,396)	(13,902)
Cash flows from investing activities
Purchase of financial assets at fair value through profit or loss		(11,035)	-
Proceeds from disposal of financial assets at fair value through profit or loss		-	17,814
Net cash (used in)/from investing activities		(11,035)	17,814
Cash flows from financing activities
Interest paid		(35)	(35)
Dividend paid		(25,011)	-
Issue of new shares		5,000	-
Repayment of borrowings		193	(93)
Net cash used in financing activities		(19,853)	(128)
Net (decrease)/increase in cash and cash equivalents		(45,284)	3,784
Cash and cash equivalents at 1 January		126,231	123,016
Effect of exchange rate fluctuations		(571)	(569)
Cash and cash equivalents at 31 December		80,376	126,231

*  see Note 3

Symphony International Holdings Limited

Notes to the unaudited condensed financial statements

for the financial year ended 31 December 2014

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.

The financial statements of the Company as at and for the year ended 31 December 2014 are available upon request from the Company's registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

2        STATEMENT OF COMPLIANCE

These condensed 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 2014.

These unaudited condensed financial statements were approved by the Board of Directors on 24 February 2015.

3        SIGNIFICANT ACCOUNTING POLICIES

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 2014except for the following:

·    Amendment by Investment Entities (Amendments to IFRS 10, IFRS 12, and IAS 27)

The Company has adopted Investment Entities (Amendments to IFRS 10, IFRS 12, and IAS 27) (2012) (the amendments) with a date of initial application of 1 January 2014.

Management concluded that the Company meets the definition of an investment entity.  As a result of the changes, the Company has de-consolidated its subsidiaries and measures them at fair value through profit or loss.  Before adoption of the amendments, the Company consolidated these subsidiaries and measured them at cost in the separate financial statements of the Company.

In accordance with the transitional provisions of the amendments, the Company has applied the new accounting policy retrospectively and restated the comparative information.

As at 1 January 2014, the total fair value of the subsidiaries that ceased to be consolidated amounted to US$485,227,000.

The table below presents, in respect of the year immediately preceding the date of initial application, the resulting changes for each financial statement line item affected. The transitional provisions of the amendments do not require disclosure of similar information in respect of the current year.

Statement of financial position

	31 December 2013 As previously reported	Adjustments	31 December 2013 As restated
	US$'000	US$'000	US$'000
Assets
Interests in associates and joint ventures	147,089	(147,089)	-
Financial assets at fair value through profit or loss	346,422	138,805	485,227
Other receivables and prepayments	3,096	(3,049)	47
Cash and cash equivalents	127,116	(885)	126,231
Total assets	623,723	(12,218)	611,505
Equity
Share capital	402,054	-	402,054
Reserves	57,311	2,487	59,798
Accumulated profits	146,509	(2,487)	144,022
Total equity	605,874	-	605,874
Liabilities
Interest-bearing borrowings	5,892	(560)	5,332
Deferred tax liabilities	1,443	(1,443)	-
Other payables	10,453	(10,154)	299
Current tax payable	61	(61)	-
Total liabilities	17,849	(12,218)	5,631
Total equity and liabilities	623,723	(12,218)	611,505
Net assets attributable to shareholders	605,874	-	605,874

Statement of comprehensive income

	31 Dec  2013 As previously reported	Adjustments	31 Dec  2013 As restated
	US$'000	US$'000	US$'000
Revenue	6,683	(6,642)	41
Other operating income	16,242	(14,064)	2,178
Other operating expenses	(2,994)	(2,686)	(5,680)
Management fees	(14,901)	-	(14,901)
	5,030	(23,392)	(18,362)
Share options expense	(7,080)	-	(7,080)
Loss before investment results and income tax	(2,050)	(23,392)	(25,442)
Gain on disposal of investments in joint ventures	4,998	(4,998)	-
Fair value changes in financial assets at fair value through profit or loss	11,565	2,860	14,425
Fair value changes in investments in associates and joint ventures	(5,282)	5,282	-
Profit before income tax	9,231	(20,248)	(11,017)
Income tax expense	(2,911)	2,911	-
Profit for the year	6,320	(17,337)	(11,017)
Foreign currency translation differences in relation to financial statements of foreign operations	(17,337)	17,337	-
Total comprehensive income for the year	(11,017)	-	(11,017)

4        Estimates and judgements

The preparation of unaudited condensed financial statements in conformity with International Financial Reporting Standards requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these unaudited condensed 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 2013 except for the changes in Note 3 of this announcement.

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 2014.

6        FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

During the financial year ended on 31 December 2014 the following occurred via the unconsolidated subsidiaries:

i.    On 12 February 2014, Symphony completed a structured transaction, which provides a minimum return of 15% per annum. The investment amount was less than 2 per cent of NAV;

ii.   On 7 May 2014, Symphony announced that it has invested in the Wine Connection Group. The investment amount was less than 2 per cent of NAV;

iii.   On 24 December 2014, Symphony exited its investment related to Maison Takuya for a deferred consideration; and

iv.  The Company recognised a gain in financial assets at fair value through profit or loss of US$141,528,000 (31 December 2013: US$14,425,000).

7        financial instruments

Carrying amounts versus fair values

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

	Fair value through profit or loss	Loans and receivables	Other financial liabilities	Total carrying amount	Fair value
	US$'000	US$'000	US$'000	US$'000	US$'000
31 December 2014
Financial assets measured at fair value
Financial assets at fair value through profit or loss	630,053	-	-	630,053	630,053
Financial assets not measured at fair value
Other receivables and prepayments	-	43	-	43	43
Cash and cash equivalents	-	80,376	-	80,376	80,376
	630,053	80,419	-	710,472	710,472
Financial liabilities not measured at fair value
Other payables	-	-	313	313	313
Interest-bearing borrowings (secured)	-	-	4,748	4,748	4,748
	-	-	5,061	5,061	5,061

	Fair value through profit or loss	Loans and receivables	Other financial liabilities	Total carrying amount	Fair value
	US$'000	US$'000	US$'000	US$'000	US$'000
31 December 2013 (as restated)
Financial assets measured at fair value
Financial assets at fair value through profit or loss	485,227	-	-	485,227	485,227
Financial assets not measured at fair value
Other receivables and prepayments	-	47	-	47	47
Cash and cash equivalents	-	126,231	-	126,231	126,231
	485,227	126,278	-	611,505	611,505
Financial liabilities not measured at fair value
Other payables	-	-	299	299	299
Interest-bearing borrowings (secured)	-	-	5,332	5,332	5,332
	-	-	5,631	5,631	5,631

Investments

The fair value of investments 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;

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, accrued operating expenses, 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:      quoted prices (unadjusted) in active markets for identical assets or liabilities;

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

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

	Level 1	Level 2	Level 3	Total
	US$'000	US$'000	US$'000	US$'000
31 December 2014
Financial assets at fair value through profit or loss (non-current)	-	-	630,053	630,053
31 December 2013 (as restated)
Financial assets at fair value through profit or loss (non-current)	-	-	485,227	485,227

Following the adoption of the amendments as illustrated in Note 3, the financial assets at fair value through profit or loss which was previously classified as Level 1 has been re-classified as Level 3 as the quoted equity securities are held through various unconsolidated subsidiaries and not directly by the Company. Accordingly, the fair value levelling reflects the fair value of the unconsolidated subsidiaries and not the underlying quoted equity investments. There were no other transfers from Level 1 to Level 2 or Level 3 and vice versa during the years ended 31 December 2014 and 2013.

Significant unobservable inputs used in measuring fair value

This table below sets out information about significant unobservable inputs used at 31 December 2014 in measuring the underlying investments of the financial assets categorised as Level 3 in the fair value hierarchy.

Underlying investment	Fair value at 31 December 2014 US$'000	Valuation technique	Unobservable input	Range (Weighted average)	Sensitivity to changes in significant unobservable inputs
Rental properties	15,979	Income approach	Rental growth rate Occupancy rate Discount rate	8%-10% (2013: 10%) 80-85% (2013: 90-95%) 13% (2013: 12%)	The estimated fair value would increase if the rental growth rate and occupancy rate were higher and the discount rate was lower.
Land related investments	112,106	Comparable valuation method	Price per square meter for comparable land	US$60 to US$1,101 per square meter (2013: US$66 to US$1,333 per square meter)	The estimated fair value would increase if the price per square meter were higher.
Operating businesses	18,154	Enterprise value using comparable traded multiples	EBITDA multiple (times)	6.9x to 13.6x, average 9.8x (2013: 7.8x to 15.3x, average 10.5x)	The estimated fair value would increase if the EBITDA multiple was higher.
			Discount for lack of marketability	20%	The estimated fair value would increase if the discount for lack of marketability were lower.
Loan	9,293	Amortised cost approximates fair value	Discount rate	15%	The estimated fair value would increase if the discount rate was lower.

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 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 determines the discount based on its judgement after considering current market rates.

The comparable recent sales represent the recent sales prices of properties that are similar to the terms of location and usage.  Management adopts independent valuation report 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 average 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 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.

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.

	‹------ 31 December 2014 ---›		‹----- 31 December 2013 -----›
			(as restated)
	Financial assets at fair value through profit or loss	Total	Financial assets at fair value through profit or loss	Total
	US$'000	US$'000	US$'000	US$'000
Balance at 1 January	485,227	485,227	493,396	493,396
Total gains or losses in profit or loss	141,528	141,528	14,425	14,425
Additions/(Deductions)	3,298	3,298	(22,594)	(22,594)
Balance at 31 December	630,053	630,053	485,227	485,227

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:

	‹------ 31 December 2014 -----›		‹----- 31 December 2013 -----›
			(as restated)
	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	15,795	(16,128)	23,353	(15,869)

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

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

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

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

8        earnings PER SHARE

		31 December 2014	31 December 2013 (as restated)
		US$'000	US$'000
Basic and diluted earnings per share are based on:
Net profit (loss) for the year attributable to equity holders of the Company		115,681	(11,017)
		Number of shares	Number of shares
Weighted average number of shares (basic)
-  Outstanding during the year		520,423,704	515,224,698

For the purpose of calculation of the diluted earnings per share, the weighted average number of shares in issue is adjusted to take into account any potential dilutive effect arising from the dilutive warrants, share options and contingently issuable shares, with the potential shares weighted for the year outstanding.

The effect of the exercise of warrants and issue of contingently issuable shares on the weighted average number of shares in issue is as follows:

		31 December 2014	31 December 2013
		Number of shares	Number of shares
Weighted average number of shares (diluted)
-  Weighted average number of shares (basic)		520,423,704	515,224,698
-  Effect of options		1,737,454	8,337,744
-  Adjustment due to restatement (see Note 3)		-	(8,337,744)
		522,161,158	515,224,698

As at 31 December 2014, there were 111,855,210 (31 December 2013: 111,855,210) outstanding warrants to subscribe for 111,855,210 (31 December 2013: 111,855,210 ) new ordinary shares of no par value at an exercise price of US$1.22 (31 December 2013: US$1.22)  and have not been included in the computation of diluted earnings per share as their effect would have been anti-dilutive.

At 31 December 2014, there were 116,115,891  (31 December 2013: 124,449,191) outstanding share options to subscribe for ordinary shares of no par value.  At 31 December 2014, 91,115,991 (31 December 2013: 91,115,991) of the share options had fully vested. 82,782,691 (31 December 2013: 82,782,691) of the share options have an exercise price of US$1.00 and have not been included in the computation of diluted earnings per share as their effect would have been anti-dilutive.  At 31 December 2014, 8,333,300 of the share options have an exercise price of US$0.60 and have been included in the computation of diluted earnings per share. At 31 December 2014, 24,999,900 of the share options had not yet vested and had an exercise price of US$0.60 and have been included in the computation of diluted earnings per share. As a result of the restatement (see Note 3), at 31 December 2013, the effect of 8,333,300 vested share options and 33,333,200 unvested share options have not been included in the computation of the diluted earnings per share because their effect is anti-dilutive.

9        Operating segments

The Company has 5 operating segments as described below, which are identified based on the sectors in which the Company's investments are made.  The individual investments in each of these sectors are managed separately and internal management reports on these investments are reviewed by the Investment Manager on a regular basis.

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

Hospitality                                    Includes investment in Minor International Public Company Limited and the Wine Connection Group

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

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

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

Information on reportable segments

	Healthcare	Hospitality	Lifestyle	Lifestyle/ real estate	Cash and temporary investments	Total
	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000
31 December 2014
Investment income
-  Interest income	1,254	-	-	34	559	1,847
-  Unrealised gain in profit or loss	11,288	121,878	8,105	(730)	987	141,528
	12,542	121,878	8,105	(696)	1,546	143,375
Investment expense-
-    Exchange loss	(956)	(2)	(138)	(2,181)	(618)	(3,895)
Net investment results	11,586	121,876	7,967	(2,877)	928	139,480
31 December 2013 (as restated)
Investment income
-  Interest income	1,385	-	-	37	756	2,178
-  Unrealised gain in profit or loss	11,394	(1,112)	(1,240)	5,205	178	14,425
	12,779	(1,112)	(1,240)	5,242	934	16,603
Investment expense
-  Exchange loss	(794)	(-)*	(120)	(2,715)	(585)	(4,214)
Net investment results	11,985	(1,112)	(1,360)	2,527	349	12,389

	Healthcare	Hospitality	Lifestyle	Lifestyle/ real estate	Cash and temporary investments	Total
	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000
31 December 2014
Segment assets	145,815	337,692	9,113	128,078	89,731	710,429
31 December 2013    (as restated)
Segment assets	137,832	208,579	6,240	131,239	127,568	611,458

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.

*=less than US$1,000

Reconciliations of reportable segment profit or loss and assets

		31 December 2014	31 December 2013 (As restated)
		US$'000	US$'000
Profit or loss
Net investments results		139,480	12,389
Unallocated amounts:
-   Other corporate expenses		(23,799)	(23,406)
Profit/(Loss) for the year		115,681	(11,017)

Assets
Total assets for reportable segments		710,429	611,458
Other assets		43	47
Total assets		710,472	611,505

10      Significant Related Party Transactions

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 year ended 31 December 2014, directors' fees amounting to US$400,000 (31 December 2013: US$368,000) were declared as payable to certain directors of the Company.  The remaining two directors of the Company are also directors of the Investment Manager which provides management and administrative services to the 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 year ended 31 December 2014, the Company recognised interest income received/receivable on advances made to its unconsolidated subsidiaries totalling US$1,288,000 (31 December 2013: US$1,422,000).

Pursuant to the Investment Management and Advisory 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 2014.  During the financial year ended 31 December 2014, management fee amounting to US$15,000,000 (31 December 2013: US$14,901,000) paid/payable to the Investment Manager has been recognised in the condensed financial statements.

Pursuant to Schedule 2 of the Investment Management and Advisory 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.

On 3 August 2008, the Company granted 82,782,691 share options with an exercise price of US$1.00 to the Investment Manager, which had been previously deferred.  These share options have fully vested in five tranches over a period of five years and will expire on the tenth anniversary of the actual grant date, which has been similarly deferred by 1 year as a result of the deferment of the grant.

On 22 October 2012, the Company granted to the Investment Manager 41,666,500 share options with an exercise price of US$0.60 that will vest in five equal tranches over a period of five years and will expire on the tenth anniversary of the date of grant.

The Investment Manager exercised share options amounting to 4,054,970 and 4,278,330 on
8 May 2014 and 10 June 2014, respectively, at the exercise price of US$0.60 per share.

There were no management shares issued to the Investment Manager as at 31 December 2014 and 2013.

Other than as disclosed elsewhere in the condensed financial statements, there were no other significant related party transactions during the years ended 31 December 2014 and 31 December 2013.

11      commitments

In September 2008, the Company entered into a loan agreement with a joint venture, held via its unconsolidated subsidiary, to grant loans totalling THB140 million (US$4.3 million equivalent at 31 December 2014) to the latter in accordance with the terms as set out therein.  As at 31 December 2014, THB120 million (US$3.6 million equivalent at 31 December 2014) has been drawdown.  The Company is committed to grant the remaining loan amounting to THB20 million (US$0.6 million equivalent at 31 December 2014), subject to terms set out in the agreement.

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

 

END

 

 

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