Interim Financial Results

RNS Number : 0407M

Symphony International Holdings Ltd

20 August 2013

 



Symphony International Holdings Limited

Interim Financial Results for the six month period ended 30 June 2013

20 August 2013

Symphony International Holdings Limited (LSE: SIHL, "SIHL", the "Company" or "Symphony"), the London listed investor in fast growing Asian consumer businesses, today announces its interim results for the six months to 30 June 2013.

Key operational and financial highlights:

NAV on 30 June 2013 was US$1.3105 per share, a 10.72% increase from US$1.1836 on 31 December 2012.

Symphony's listed investments accounted for 59.0% of NAV at 30 June 2013 down from 59.4% at 31 March 2013. The decrease is predominantly due to a weakening of the Thai baht and Malaysian ringgit. On a per share basis, the value of Symphony's listed investments stood at US$0.774. Unlisted investments (including property) comprised a further 24.2% of Symphony's NAV (or US$0.317 per share), with the remaining 16.8% of NAV (or US$0.220 per share) being temporary investments.

The value of the Company's investment in the hospitality company Minor International Pcl ("MINT") grew to approximately US$259.5 million (30 June 2012: US$140.4 million), representing an increase in value of approximately US$119.1 million over the past twelve months, which includes a new investment of US$7.1 million related to the exercise of warrants to subscribe to shares in MINT in the second quarter of 2013.

The value of the Company's investments in with Parkway Life Real Estate Investment Trust ("PREIT") and IHH Healthcare Berhad increased to US$69.8 million and US$69.4 million, respectively (30 June 2012: US$56.7 million and US$50.1 million, respectively), representing an aggregate gain of US$32.4 million over the past twelve months.

In March 2013, Minuet Limited (sold approximately 17.0 rai (2.7 hectares) of land in Bangkok, Thailand, to a property developer. Excluding transaction expenses and foreign exchange translations, the sale price was 74.3% above the average land cost to Minuet and 50.0% above the last transacted sale price in January 2012 where Minuet has sold 69.2 rai (11.1 hectares) of land.

Also in March 2013, IHH Healthcare Berhad ("IHH") announced it was successful with NWS Holdings Limited, a Hong Kong listed conglomerate, in a bid for a hospital site in Hong Kong. The new hospital, scheduled to begin operations in late 2016, will have 500-beds and be named Gleneagles Hong Kong Hospital. IHH is exploring a number of other opportunities in the region.

In April 2013, Symphony completed the sale of its interest in AFC Network Private Limited ("AFC"), a 24-hour TV channel broadcasting food and lifestyle programming tailored to audiences in the Asia-Pacific. The gross sale price was completed at approximately 94% above Symphony's cost. Symphony made its first investment in AFC in 2008.

·     Symphony's portfolio companies reported continued growth in their respective businesses despite the continued volatility in financial markets. The outlook remains unchanged and the Investment Manager is optimistic that the portfolio will continue to benefit from Asia's long-term economic growth

For further information:

Sunil Chandiramani                                                                                           [phone]

Symphony Asia Limited

Neil Doyle/ Tom Willetts                                                                            [phone]

FTI Consulting

About Symphony International Holdings Limited

Symphony International Holdings Limited (LSE:SIHL) is a London listed strategic investment company that invests in hospitality, healthcare and lifestyle businesses and develops luxury branded real estate in Asia.  It offers a way for investors to gain exposure to rising disposable incomes and wealth in fast growing economies. Symphony's objective is to provide superior capital growth by investing in high quality companies and form long-term business partnerships with talented entrepreneurs and management teams. Symphony's investment team has a broad range of expertise - many of its professionals have been working in Asia for more than 25 years. For more information please visit our website at www.symphonyasia.com.

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

The foregoing may contain certain forward looking or forward sounding statements with respect to the investments, prospects and/or liquidity of the Company. Forward looking statements, by their very nature, involve risk and uncertainty, because they relate to circumstances and events that may or may not take place in the future due to the numerous factors that could cause actual events to differ materially from those implied by any forward looking statements. Neither the Company nor its Investment Manager undertake to update any such forward looking statements.

No representation or warranty is made by the Company as to the accuracy or completeness of the information contained in this announcement and no liability will be accepted for any loss arising from its use.

This announcement 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. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decisions.

This announcement 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. 

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.

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

20 August 2013

Symphony International Holdings Limited

Interim Financial Results for the six month period ended 30 June 2013

Symphony International Holdings Limited (the "Company") announces the interim results for the six months ended 30 June 2013. The condensed consolidated 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 Group ("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 30 June 2013, the issued share capital of the Company was US$402.05 million (30 June 2012: US$306.98 million) consisting of 515,224,698 (30 June 2012: 346,498,956) ordinary shares.

Net Asset Value

The NAV attributable to the ordinary shares on 30 June 2013 was US$1.3105 (30 June 2012: US$1.2414) per share. This represented a 10.72% increase over the NAV per share of US$1.1836 at 31 December 2012.

Portfolio Overview

The following is an overview of the Company's portfolio as at 30 June 2013:

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 U.S.$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. In March 2013, the Company announced that Minuet had completed the sale of 17 rai (2.7 hectares) of land in Bangkok, Thailand. Excluding transaction expenses and foreign exchange translations, the sale price was 74.3% above Minuet's average land cost and 50.0% above the last transacted sale price in January 2012 where Minuet sold 69.2 rai (11.1 hectares) of land. Following the sale, Minuet will continue to hold approximately 403 rai (64 hectares) in Bangkok, Thailand.

The Company received a distribution of US$4.7 million from Minuet following the sale of land in March 2013. As at 30 June 2013, the Company's investment cost (net of shareholder loan repayments) was approximately US$61.8 million. The fair value of the Company's interest in Minuet as at 30 June 2013 was US$90.3 million (30 June 2012: US$88.0 million) based on an independent third party valuation.

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. 

MINT owns 30 hotels and manages 56 other hotels and serviced suites with over 10,800 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 12 countries.

As at 30 June 2013, MINT also owned and operated 1,419 restaurants (comprising 763 equity-owned outlets and 656 franchised outlets) under the brands The Pizza Company, Swensen's, Sizzler, Dairy Queen, Burger King, Beijing Riverside, Thai Express and The Coffee Club. 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 (247 outlets), wholesale and direct marketing channels under brands that include GAP, Esprit, Bossini, Red Earth, Bloom, Tumi and Zwilling Henckels amongst others.

As at 30 June 2013, the Company had invested an aggregate of approximately US$74.0 million in MINT, through the acquisition of approximately 289.3 million ordinary shares (including the cost of the acquisition of approximately 98.5 million shares in Minor Corporation Public Company Limited that were exchanged for 112.3 million ordinary shares in MINT as part of a merger of the two entities in June 2009 and the exercise of warrants to subscribe to 17.5 million shares of MINT in April 2013) and the receipt of bonus shares of approximately 13.3 million and approximately 28.5 million in May 2008 and April 2012, respectively. As at 30 June 2013, the fair market value of the Company's investment in MINT was approximately US$259.5 million (30 June 2012: US$140.4 million), representing an unrealised gain in value of approximately US$185.5 million.

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 (including Japan and Singapore) that is/are used primarily for healthcare and/or healthcare-related purposes. As at 30 June 2013, P-REIT's total portfolio size stood at 39 properties with a value of approximately S$1.4 billion. P-REIT owns the leasehold (ranging from 63 to 71 years) to three Singapore hospitals, which are leased to Parkway Holdings Limited on long-term leases, and a mixture of leasehold and freehold ownership of 35 properties in Japan (comprising 34 nursing homes and one pharmaceutical manufacturing unit) 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 30 June 2013, the Company invested approximately US$33.8 million (30 June 2012: US$33.8 million) in P-REIT units whose fair value as at 30 June 2013 was US$69.8 million (30 June 2012: US$56.7 million), representing an unrealised gain in value of approximately US$36.0 million.

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 24,000 people and operate over 5,000 licensed beds in 33 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 56,203,299 shares of IHH at the time of IHH's IPO in July 2012. In March 2013, IHH announced it was successful with NWS Holdings Limited, a Hong Kong listed conglomerate, in a bid for a hospital site in Hong Kong. The new hospital, scheduled to begin operations in late 2016, will have 500-beds and be named Gleneagles Hong Kong Hospital. IHH is exploring a number of other opportunities in the region. At 30 June 2013 the fair value of the Company's investment in IHH was US$69.4 million (30 June 2012: US$50.1 million), representing an unrealised gain in value of approximately US$19.3 million.

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, the investment was valued at US$30.3 million at 30 June 2013 (30 June 2012: US$28.3 million).

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 30 June 2013 was US$17.5 million (30 June 2012: US$16.3 million) based on an independent third party valuation.

Niseko property Joint Venture in Japan - The Company invested in a property development venture in March 2011 that acquired two hotel 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

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.

AFC Network Private Limited ("AFC") is a 24-hour TV channel broadcasting food and lifestyle programming tailored to audiences in the Asia-Pacific region. This channel began broadcasting in July 2005 and currently airs in Singapore, Hong Kong, Malaysia, Indonesia, Thailand, South Korea and the Philippines. The Company announced on 15 April 2013 that it completed the sale of its interest in AFC. The gross sale price was approximately 94% above Symphony's cost.

Maison Takuya ("MT") is a luxury hand crafted leather accessories brand that produces and markets its luxury leather products globally. MT distributes through over 60 retailers in nine countries such as the United States, France, Australia Switzerland, Japan, Thailand and Singapore. The Company completed an investment in MT in January 2012 and made three incremental investments between August 2012 and May 2013.

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. 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.

Outlook

The strong market sentiment during much of the first half of 2013 has moderated in recent months. Slower than expected growth in US and China, weaker conditions in Europe and the initial uncertainty over the Federal Reserve's unwinding of monetary stimulus has had a negative impact on financial markets.

The prospects of rising interest rates due to tighter monetary conditions has created some concern over capital flows in emerging markets. We saw most Asian currencies and financial markets weaken as a result, which had some impact on the value of our investments at 30 June 2013.

Continued volatility may weigh on the value of our investments in the short to medium term, but the long-term outlook for the underlying businesses in our portfolio remain unchanged. We expect that our investments will continue to benefit from growth and rising incomes in the region.

In the healthcare sector, IHH Healthcare Berhad ("IHH"), continued to expand its footprint. In March this year, IHH announced it was successful with NWS Holdings Limited, a Hong Kong listed conglomerate, in a bid for a hospital site in Hong Kong. The new hospital, scheduled to begin operations in late 2016, will have 500-beds and be named Gleneagles Hong Kong Hospital. IHH is exploring a number of other opportunities in the region.

PREIT is also continuing to expand its portfolio. In July 2013, PREIT announced the acquisition of two additional nursing homes in Japan, which brings it portfolio to 39 healthcare related properties located across Japan, Singapore and Malaysia.

Our main investment in the hospitality sector, Minor International Holdings Limited, announced in July 2013 that it made an investment in a luxury boutique brand called Per AQUUM and separately opened additional restaurants in the Maldives.

Most of our property related investments saw some appreciation in value, which was offset by movements in currencies during the second quarter of 2013. Our development in Malaysia is ongoing and we continue to explore options for our property related joint ventures in Japan and Thailand.

In regards to other unlisted businesses, we announced in April 2013 that we successfully completed the sale of our investment in AFC Network Private Limited. The sale was part of an acquisition by Scripps Networks Interactive Inc. of the entire business. The gross proceeds from the sale represented a gain over cost of approximately 94%. We continue to support the management teams of our other unlisted investments to facilitate growth in their businesses.

Directors' Responsibility Statement

We, the directors of Symphony International Holdings Limited, confirm that to the best of our knowledge:

(a)     the condensed consolidated 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 and its subsidiaries 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 Group 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

Pierangelo Bottinelli

Chairman

Symphony International Holdings Limited and its subsidiaries

Condensed consolidated statement of financial position

As at 30 June 2013

	Note	30 June 2013	31 December 2012
		US$'000	US$'000
Non-current assets
Interests in associates and joint ventures	6	160,715	164,196
Financial assets at fair value through profit or loss	7	398,715	334,555
Other receivables and prepayments		1,096	1,086
		560,526	499,837
Current assets
Other receivables and prepayments		3,338	1,666
Cash and cash equivalents		128,823	126,037
		132,161	127,703
Total assets		692,687	627,540
Equity attributable to equity holders of the Company
Share capital		402,054	402,054
Reserves		62,901	67,568
Accumulated profits		210,247	140,185
		675,202	609,807
Non-controlling interest		4	4
Total equity		675,206	609,811
Non-current liabilities
Interest-bearing borrowings (secured)		380	600
Deferred tax liabilities		781	793
		1,161	1,393
Current liabilities
Interest-bearing borrowings (secured)		6,054	6,862
Other payables		10,239	9,403
Current tax payable		27	71
		16,320	16,336
Total liabilities		17,481	17,729
Total equity and liabilities		692,687	627,540

Symphony International Holdings Limited and its subsidiaries

Condensed consolidated statement of comprehensive income

for the financial period from 1 January 2013 to 30 June 2013

	Note	6 months ended 30 June 2013	6 months ended 30 June 2012
		US$'000	US$'000
Revenue		5,026	3,778
Other operating income		6,628	8,404
Other operating expenses		(1,014)	(1,525)
Management fees		(7,263)	(4,492)
		3,377	6,165
Management shares expense		-	(136)
Share options expense		(4,275)	(1,017)
(Loss)/Profit before investment results and income tax		(898)	5,012
Gain on disposal of investments in joint ventures		4,998	-
Fair value changes in financial assets at fair value through profit or loss	7	61,970	40,152
Fair value changes in investment properties		-	206
Fair value changes in investments in joint ventures		5,264	(4,448)
Profit before income tax		71,334	40,922
Income tax expense	9	(1,272)	(1,186)
Profit for the period		70,062	39,736
Other comprehensive income:
Foreign currency translation differences in relation to financial statements of foreign operations		(8,942)	524
Other comprehensive income for the period, net of tax		(8,942)	524
Total comprehensive income for the period		61,120	40,260
Profit attributable to:
Equity holders of the Company		70,062	39,716
Non-controlling interest		0*	20
Profit for the period		70,062	39,736
Total comprehensive income attributable to:
Equity holders of the Company		61,120	40,240
Non-controlling interest		0*	20
Total comprehensive income for the period		61,120	40,260
Earnings per share:		US Cents	US Cents
Basic	10	13.60	11.46
Diluted		13.39	11.46

* = less than 1,000

Symphony International Holdings Limited and its subsidiaries

Condensed consolidated statement of changes in equity

for the financial period from 1 January 2013 to 30 June 2013

	Share capital	Equity compensation reserve	Foreign currency translation reserve	Accumulated profits	Total attributable to owners of the Company	Non-controlling interests	Total equity
	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000
At 1 January 2012	306,975	51,148	8,776	21,859	388,758	238	388,996
Value of services received for issue of management shares	-	136	-	-	136	-	136
Value of services received for issue of share options	-	1,017	-	-	1,017	-	1,017
Total comprehensive income for the period	-	-	524	39,716	40,240	20	40,260
At 30 June 2012	306,975	52,301	9,300	61,575	430,151	258	430,409
At 1 January 2013	402,054	52,718	14,850	140,185	609,807	4	609,811
Value of services received for issue of management shares	-	-	-	-	-	-	-
Value of services received for issue of share options	-	4,275	-	-	4,275	-	4,275
Total comprehensive income for the period	-	-	(8,942)	70,062	61,120	-	61,120
At 30 June 2013	402,054	56,993	5,908	210,247	675,202	4	675,206

Symphony International Holdings Limited and its subsidiaries

Condensed consolidated statement of cash flows

for the financial period from 1 January 2013 to 30 June 2013

		6 months ended 30 June 2013	6 months ended 30 June 2012
		US$'000	US$'000
Cash flows from operating activities
Profit before income tax		71,334	40,922
Adjustments for:
Exchange differences		(913)	24
Dividend income		(5,026)	(3,778)
Interest income		(6,211)	(6,123)
Interest expense		46	50
Profit on sales of investments in joint ventures		(4,998)	-
Profit on sales of financial assets		-	(43)
Profit on sales of investment properties		-	(81)
Fair value changes in investments in joint ventures		(5,264)	4,448
Fair value changes in investment properties		-	(206)
Fair value changes in financial assets at fair value through profit or loss		(61,970)	(40,152)
Management shares expense		-	136
Share options expense		4,275	1,017
		(8,727)	(3,786)
Changes in working capital:
Decrease in other receivables and prepayments		42	52
Increase in other payables and accrued operating expenses		145	115
Cash used in operations		(8,540)	(3,619)
Dividend received (net of withholding tax)		4,689	2,626
Interest received (net of withholding tax)		435	76
Income taxes paid		(99)	(47)
Net used in operating activities		(3,515)	(964)
Cash flows from investing activities
Purchase of financial assets at fair value through profit or loss		(7,070)	(53,776)
Receipt from sales of investments in joint ventures		9,105	-
Receipt from disposal of investment properties		-	4,447
Receipt from sales of money market instruments		-	2,736
Loans to an associated company		(404)	-
Loans to joint venture		-	(7,622)
Investments in joint ventures		(605)	(31,148)
Repayment of loans by joint ventures		5,586	12,887
Net cash from/(used in) investing activities		6,612	(72,476)
Balance carried forward		3,097	(73,440)

Symphony International Holdings Limited and its subsidiaries

Condensed consolidated statement of cash flows

for the financial period from 1 January 2013 to 30 June 2013

Consolidated statement of cash flows (cont'd) Financial period ended 30 June 2013
		6 months ended 30 June 2013	6 months ended 30 June 2012
		US$'000	US$'000
Balance brought forward		3,097	(73,440)
Cash flows from financing activities
Interest paid		(47)	(54)
Repayment of borrowings		(206)	(186)
Receipt from bank loans		18	6,639
Net cash (used in)/from financing activities		(235)	6,399
Net increase/(decrease) in cash and cash equivalents		2,862	(67,041)
Cash and cash equivalents at beginning of period		126,037	100,118
Effect of exchange rate fluctuations		(76)	(9)
Cash and cash equivalents at end of the period		128,823	33,068

Cash and cash equivalents for the purpose of the condensed consolidated statement of cash flows include bank overdraft.

Symphony International Holdings Limited and its subsidiaries

Notes to the condensed consolidated interim financial statements

for the financial period from 1 January 2013 to 30 June 2013

These notes form an integral part of the condensed consolidated interim financial statements.

1       REPORTING ENTITY

Symphony International Holdings Limited (the "Company") is a company domiciled in the British Virgin Islands. The condensed consolidated interim financial statements of the Company as at and for the six months ended 30 June 2013comprise the Company and its subsidiaries (together referred to as the "Group").

The consolidated financial statements of the Group as at and for the year ended 31 December 2012 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 consolidated 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 consolidated financial statements of the Group as at and for the year ended 31 December 2012.

These condensed consolidated interim financial statements were approved by the Board of Directors on 19 August 2013.

3       SIGNIFICANT ACCOUNTING POLICIES

The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2012. 

4       Estimates

The preparation of consolidated 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 consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2012.

5       FINANCIAL RISK MANAGEMENT

The Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 31 December 2012.

6       interests in joint ventures

During the financial period ended on 30 June 2013:

(i)   On 21 May 2013, the Group extended an interest bearing convertible loan related to its investment in Maison Takuya. The investment was less than 2 per cent of NAV;

(ii)  On 15 April 2013, the Group announced that it completed the sale of its interest in AFC Network Private Limited;

7       Financial assets at fair value through profit or loss

During the financial period ended 30 June 2013, the Group recognised a gain in financial assets at fair value through profit or loss of US$61,970,281. The fair value gain comprised an appreciation during the period related to shares held in Minor International Public Company Limited ("MINT") of US$46,948,934, and a fair value gain in units and shares related to Parkway Life Real Estate Investment Trust and IHH Healthcare Berhad of US$5,290,150 and  US$9,731,197 respectively.

On 2 April 2013, Symphony exercised 15,893,753 warrants to subscribe to shares in MINT with a conversion ratio of 1.1 shares for each warrant at a strike price of 11.818 Thai baht. The consideration for exercising the warrants was US$7.1 million, which resulted in Symphony receiving 17.5 million shares in MINT.

8       financial instruments

Carrying amounts versus fair values

The fair values of financial assets and financial liabilities, together with the carrying amounts in the condensed consolidated 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
30 June 2013
Interests in associates/joint ventures		160,715	-	-	160,715	160,715
Financial assets at fair value through profit or loss		398,715	-	-	398,715	398,715
Other receivables and prepayments		-	4,434	-	4,434	4,434
Cash and cash equivalents		-	128,823	-	128,823	128,823
		559,430	133,257	-	692,687	692,687
Other payables		-	-	10,239	10,239	10,239
Interest-bearing borrowings (secured)		-	-	6,434	6,434	6,434
		-	-	16,673	16,673	16,673

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
30 June 2013
Financial assets at fair value through profit or loss (non-current)	398,715	-	-	398,715
Investments in associates/ joint ventures	-	-	160,715	160,715
	398,715	-	160,715	559,430

Although the Group 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 2013 --------›
			Effect on profit or loss
			Favourable	(Unfavourable)
			US$'000	US$'000
Level 3 assets			20,677	(21,304)

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.

9       INCOME TAX EXPENSE

		6 months ended 30 June 2013	6 months ended 30 June 2012
Current period		US$'000	US$'000
Foreign withholding tax		1,207	1,139
Income tax expense		65	47
		1,272	1,186

Foreign withholding tax relates to tax withheld or payable on foreign-sourced income.

Deferred tax liabilities have not been recognised on temporary differences in respect of fair value gains on certain financial assets at fair value through profit or loss. Under the double taxation treaty between Thailand, the country in which the financial assets are located, and Mauritius, the country of incorporation of the subsidiary which holds these financial assets, capital gains on the disposal of such assets are subject to capital gains tax in the country in which the investor is a tax resident. The subsidiary is a tax resident in Mauritius and is not subject to capital gains tax in Mauritius as it meets the conditions necessary to maintain such tax residency status.

10     earnings PER SHARE

		6 months ended 30 June 2013	6 months ended 30 June 2012
		US$'000	US$'000
Basic and diluted earnings per share are based on:
Net profit for the period attributable to equity holders of the Company		70,062	39,716
		Number of shares	Number of shares
Weighted average number of shares (basic)
-  Outstanding during the period		515,224,698	346,498,956

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 period 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:

		30 June 2013	30 June 2012
		Number of shares	Number of shares
Weighted average number of shares (diluted)
-  Weighted average number of shares (basic)		515,224,698	346,498,956
- Effect of options		8,059,967	-
		523,284,665	346,498,956

As at 30 June 2013 there were no contingently issuable Management Shares (30 June 2012: 2,059,746 shares).

As at 30 June 2013 there were 111,855,210 (30 June 2012: 108,565,365) outstanding warrants to subscribe for 111,855,210 (30 June 2012: 108,565,365) new ordinary shares of no par value at an exercise price of US$1.22 (30 June 2012: US$1.25) and have not been included in the computation of diluted earnings per share as their effect would have been anti-dilutive.

At 30 June 2013, there were 124,449,191 (30 June 2012: 82,782,691) outstanding share options to subscribe for ordinary shares of no par value. At 30 June 2013, 82,782,691 (30 June 2012: 82,782,691) of the share options had fully vested and have an exercise price of US$1 and have not been included in the computation of diluted earnings per share as their effect would have been anti-dilutive. At 30 June 2013, 41,666,500 of the share options (30 June 2012: nil) 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.

11     Operating segments

The Group has 5 operating segments as described below, which are identified based on the sectors in which the Group'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

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

Information on reportable segments

	Healthcare	Hospitality	Lifestyle	Lifestyle/ real estate	Cash and temporary investments		Consolidated
	US$'000	US$'000	US$'000	US$'000	US$'000		US$'000
6 months ended 30 June 2013
Investment income
-  Dividend income	1,659	3,367	-	-	-		5,026
-  Interest income	8	-	15	5,790	398		6,211
- Exchange gain	-	-	-	-	358		358
-  Realised gain	-	-	4,998	-	-		4,998
-  Unrealised gain in profit or loss	15,021	46,949	1,351	4,223	-		67,544
	16,688	50,316	6,364	10,013	756		84,137
Investment loss
-  Unrealised loss in profit or loss	-	-	-	(310)	-		(310)
	-	-	-	(310)	-		(310)
Net investment results	16,688	50,316	6,364	9,703	756		83,827
6 months ended 30 June 2012
Investment income
-  Dividend income	1,475	2,303	-	-		-	3,778
-  Interest income	8	-	11	6,043		61	6,123
-  Exchange gain	-	-	-	-		-	-
-  Realised gain	-	-	-	81		43	124
-  Unrealised gain in profit or loss	2,693	37,459	-	1,193		-	41,345
	4,176	39,762	11	7,317		104	51,370
Investment loss
-  Unrealised loss in profit or loss	-	-	(1,698)	(3,737)		-	(5,435)
	-	-	(1,698)	(3,737)		-	(5,435)
Net investment results	4,176	39,762	(1,687)	3,580		104	45,935

	Healthcare	Hospitality	Lifestyle	Lifestyle/ real estate	Cash and temporary investments	Consolidated
	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000
30 June 2013
Segment assets	139,380	259,544	12,925	150,239	128,823	690,911
31 Dec 2012
Segment assets	129,230	205,525	16,438	150,167	126,037	627,397

The reportable operating segments derive their revenue primarily by achieving returns, consisting of dividend income, interest income and appreciation in fair value. The Group does not monitor the performance of the investments by measure of profit or loss.

Reconciliations of reportable segment profit or loss and assets

		30 June 2013	30 June 2012
		US$'000	US$'000
Profit or loss
Net investments results		83,827	45,935
Unallocated amounts:
-   Other corporate income		-	-
-   Other corporate expenses		(22,707)	(5,675)
Consolidated profit for the period		61,120	40,260
		30 June 2013	31 December 2012
		US$'000	US$'000
Assets
Total assets for reportable segments		690,911	627,397
Other assets		1,776	143
Consolidated total assets		692,687	627,540

12  Significant Related Party Transactions

For the purposes of these condensed consolidated interim financial statements, parties are considered to be related to the Group if the Group 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 Group and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

Key management personnel compensation

Key management personnel of the Group are those persons having the authority and responsibility for planning, directing and controlling the activities of the Group. The directors of the Company are considered as key management personnel of the Group.

During the financial period ended 30 June 2013, directors' fees amounting to US$148,767 (30 June 2012: US$149,180) 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 Group 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 2013, the Group recognised interest income received/receivable from joint ventures totalling US$5,805,224 (2012: US$6,053,432).

Pursuant to the Investment Management and Advisory Agreement, the Investment Manager will provide investment management and advisory services exclusively to the Group.Details of the remuneration of the Investment Manager are disclosed in the consolidated financial statements as at and for the year ended 31 December 2012. During the financial period ended 30 June 2013, management fee amounting to US$7,263,417 (30 June 2012: US$4,492,068) paid/payable to the Investment Manager has been recognised in the condensed consolidated interim financial statements.

Pursuant to Schedule 2 of the Investment Management and Advisory Agreement, as amended, the Investment Manager was granted 124,449,191 (30 June 2012: 82,782,691) share options to subscribe for ordinary shares at an exercise price of US$1.00 or US$0.60.

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.

At 30 June 2013, the Investment Manager has been issued 10,298,725 (30 June 2012: 8,238,980) management shares.

Other than as disclosed elsewhere in the condensed consolidated interim financial statements, there were no other significant related party transactions during the 6 months periods ended
30 June 2013and 30 June 2012.

13  commitments

In September 2008, the Group entered into a loan agreement with a joint venture to grant loans totalling THB140 million (US$4.5 million equivalent at 30 June 2013 to the latter in accordance with the terms as set out therein.  As at 30 June 2013, THB120 million (U$3.9 million equivalent at 30 June 2013) has been drawdown by the joint venture.  The Group is committed to grant the remaining loan amounting to THB20 million (US$0.6 million equivalent at 30 June 2013) to the joint venture, subject to terms set out in the agreement.

 

END

 

 

IR NKCDKOBKDCFD