Rights issue - Replacement

RNS Number : 9218N

Symphony International Holdings Ltd

04 October 2012

 



NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. The availability of the Rights Issue to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements. other restrictions are applicable. please see the important information at the end of the press release.

THIS ANNOUNCEMENT COMPRISES AN ADVERTISEMENT FOR THE PURPOSES OF PARAGRAPH 3.3R OF THE PROSPECTUS RULES MADE UNDER PART VI OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION TO BE CONTAINED IN THE PROSPECTUS AND ANY SUPPLEMENTARY PROSPECTUS (IF APPLICABLE), WHICH MAY BE DIFFERENT FROM THE INFORMATION CONTAINED IN THIS DOCUMENT EXPECTED TO BE PUBLISHED BY THE COMPANY IN CONNECTION WITH THE PROPOSED RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE (OTHER THAN TO EXISTING SHAREHOLDERS AND HOLDERS OF EXISTING DEPOSITARY INTERESTS WITH REGISTERED ADDRESSES IN, OR WHO ARE LOCATED IN, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA): (I) AT THE COMPANY'S WEBSITE (www.symphonyasia.com); AND (II) VIA THE NATIONAL STORAGE MECHANISM.

Symphony International Holdings Limited

REPLACEMENT - U.S.$100 million fully underwritten Rights Issue

This announcement replaces RNS Number: 9085N, which was released at 8.01 a.m. on 4 October 2012. It contains a restated theoretical ex-rights price of 64.473 cents per New Ordinary Share.

4 October 2012

Symphony International Holdings Limited (the "Company") (LSE: SIHL), a London listed strategic investment company that invests in consumer-related businesses, primarily in the healthcare, hospitality, and lifestyle sectors (including branded real estate developments) as well as investments in special situations and structured transactions in the Asia-Pacific region, is pleased to announce today a fully underwritten 0.481 for 1 Rights Issue at U.S.$0.60 per New Ordinary Share to raise proceeds of approximately U.S.$100.0 million, gross of expenses, through the issue of 166,665,997 New Ordinary Shares.

The Issue Price of 60 cents per New Ordinary Shares represents a discount of 9.94 per cent. to the closing price of 66.625 cents per Existing Share on 3 October 2012, the last Business Day prior to the announcement of the terms of the Rights Issue, and a 6.94 per cent. discount to the theoretical ex-rights price of 64.473 cents per New Ordinary Share calculated by reference to the closing price on the same day.

As part of the Rights Issue, the Company will also offer Excess Securities pursuant to the Excess Application Facility. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Securities, in addition to their Rights Issue Entitlement, up to a maximum number equal to the Excess Entitlement which is 0.481 Excess Securities for every 1 Existing Share held in such Qualifying Shareholder's name as at the Record Date.

The proceeds of the Rights Issue will allow the Company to make further investments pursuant to its investment objectives. The Investment Manager is currently exploring 15 potential investments in the HH&L sectors (including branded real estate developments) with an aggregate investment value of up to approximately U.S.$1.28 billion. The Investment Manager believes that the investment opportunities should be able to generate attractive returns for the Company.

Panmure Gordon (UK) Limited is acting as Sole Underwriter, Financial Adviser and Broker to the Company.

The Prospectus containing details of the Rights Issue is expected to shortly be posted to Shareholders and made available for inspection on the National Storage Mechanism, www.hemscott.com/nsm.do, and on the Company's website www.symphonyasia.com.

Anil Thadani, Director of the Company, commented:

"The capital raised through the Rights Issue will enable the Company to pursue a number of potential investments identified by the Investment Manager. We believe that these will provide the Company with the opportunity to continue to create significant value for our shareholders by enhancing the Company's net asset value."

Summary indicative timetable

Each of the times and dates in the table below is indicative only and may be subject to changes

Record Date for entitlement under the Rights Issue for Qualifying Shareholders and Qualifying Depositary Interest Holders	Close of business on 2 October 2012
Publication of the Prospectus	4 October 2012
Dispatch of Provisional Allotment Letters and Excess Application Forms (to Qualifying Non-CREST Shareholders)	4 October 2012
Dealing in Nil Paid Rights and Fully Paid Rights commence on the London Stock Exchange	8.00 a.m. on 5 October 2012
Existing Shares marked "ex-rights" by the London Stock Exchange	8.00 a.m. on 5 October 2012
Latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters	11.00 a.m. on 19 October 2012
Dealings in the New Ordinary Shares commence on the London Stock Exchange	8.00 a.m. on 22 October 2012
Dispatch of definitive share certificates for the New Ordinary Shares in certificated form	by no later than 29 October 2012

Notes:

(1)    The ability to participate in the Rights Issue is subject to certain restrictions relating to Shareholders with registered addresses outside the UK, details of which are set out in the Prospectus.

(2)    The times and dates set out in the expected timetable of key events above, and mentioned throughout the Prospectus, may be adjusted by the Company in consultation with Panmure Gordon. In such event, details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, Qualifying Shareholders.

(3)    Different deadlines and procedures for applications may apply in certain cases. For example, if you hold your Existing Depositary Interests through a CREST Member or other nominee, that person may set an earlier date for application and payment than the dates noted above.

(4)    References to times in this document are to London time unless otherwise stated.

(5)    The full indicative timetable is set out in Appendix 1 to this announcement.

Capitalised terms used in this announcement have the same meaning as those given to them in Appendix 2 to this announcement.

This summary should be read in conjunction with the full text of this announcement.

End

For further information, please contact:

Symphony Asia Limited                                                     [phone]

Sunil Chandiramani

Panmure Gordon (UK) Limited                                         [phone]

Dominic Morley / Andrew Potts (Corporate Finance)

Tom Nicholson / Charles Leigh-Pemberton (Corporate Broking)

FTI Consulting                                                                    [phone]/ 297

Neil Doyle / Ed Berry

IMPORTANT INFORMATION

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa 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, Australia, Canada, Japan or South Africa or any other jurisdiction in which such offer or solicitation would be unlawful. The New Ordinary Shares, the New Depositary Interests, the Nil Paid Rights, the Fully Paid Rights and the Excess Entitlements 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.

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Panmure Gordon (UK) Limited ("Panmure Gordon") or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers by the Company, and any responsibility or liability therefore is expressly disclaimed.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company in connection with the matters set out in this announcement and the proposed Rights Issue. Panmure Gordon is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to their clients or for providing advice in relation to the proposed Rights Issue or any other matters referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on it by the Financial Services and Markets Act 2000, Panmure Gordon accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the proposed Rights Issue, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Panmure Gordon accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

The Nil Paid Rights, the Fully Paid Rights, the Excess Entitlements, the New Ordinary Shares, the New Depositary Interests, the Provisional Allotment Letters and the Existing Ordinary Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, ("Securities Act") and may not be offered, sold or transferred, directly or indirectly, within or into the United States unless such securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. There will be no public offer of any securities of the Company in the United States.

This announcement has been prepared in accordance with English law, the Listing Rules, the Prospectus Rules and the Disclosure Rules and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The distribution of this announcement, the Prospectus, the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights, the Excess Entitlements, the New Depositary Interests and/or New Ordinary Shares in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom will need to inform themselves about, and observe any applicable requirements.

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for, any securities in the Company or any other entity. Any such offer will be made solely by means of the Prospectus and any related documents to be published in due course and any supplement or amendment thereto and any acquisition of securities in the Company should be made solely on the basis of the information contained in such combined prospectus.

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 announcement.

This announcement 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 announcement. 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.

Statements contained in this announcement 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 announcement is subject to change without notice and, except as required by applicable law, neither the Company nor Panmure Gordon 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.

No statement in this announcement is or is intended to be a profit forecast or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire, nor shall there be any sale of, the Nil Paid Rights, the Fully Paid Rights, the Excess Entitlements, the New Ordinary Shares, the New Depositary Interests, the Provisional Allotment Letters and the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the New Depositary Interests, the Provisional Allotment Letters and the Shares have not been, and will not be, registered with any regulatory authority of any state within the United States. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted.

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.

ADDITIONAL INFORMATION REGARDING THE RIGHTS ISSUE

1.      Introduction

The Company today announces a fully underwritten 0.481 for 1 Rights Issue at U.S.$0.60 per New Ordinary Share to raise proceeds of approximately U.S.$100.0 million, gross of expenses, through the issue of 166,665,997 New Ordinary Shares.

The Issue Price of 60 cents per New Ordinary Shares represents a discount of 9.94 per cent. to the closing price of 66.625 cents per Existing Share on 3 October 2012, the last Business Day prior to the announcement of the terms of the Rights Issue, and a 6.94 per cent. discount to the theoretical ex-rights price of 64.473 cents per New Ordinary Share calculated by reference to the closing price on the same day.

As part of the Rights Issue, the Company will also offer Excess Securities pursuant to the Excess Application Facility. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Securities, in addition to their Rights Issue Entitlement, up to a maximum number equal to their Excess Entitlements which is 0.481 Excess Securities for every 1 Existing Share held in such Qualifying Shareholder's name as at the Record Date.

2.      Background to and Reasons for the Rights Issue

Since the IPO, the Company has invested U.S.$314.5 million (including reinvestment of dividends and other distributions received and proceeds from the sale of investments but excluding cost reductions from principal loan repayments), equivalent to 100 per cent. of its Capital. The Group currently holds 13 investments. Cash and cash equivalents (net of working capital) was U.S.$16.40 million and accounted for 3.81 per cent. of the NAV as at 30 June 2012. Cash and cash equivalents (net of working capital) accounted for 3.1 per cent. of the NAV as at the Latest Practicable Date.

The Company considers there to be a number of potential benefits to Shareholders by issuing further Shares and increasing the Company's available Capital to make further investments. The Company believes that the Rights Issue will have the following benefits to Shareholders:

·      providing additional capital will enable the Company to benefit from the continued investment opportunities in the market;

·      having a greater number of Shares in issue is likely to provide the Shares with additional liquidity;

·      increasing the size of the Company will help make the Company more attractive to a wider shareholder base; and

·      the Company's fixed running costs will be spread across a wider shareholder base, thereby reducing the total expense ratio.

The proceeds of the Rights Issue will allow the Company to make further investments pursuant to its investment objectives. The Investment Manager is currently exploring 15 potential investments in the HH&L sectors (including branded real estate developments) with an aggregate investment value of up to approximately U.S.$1.28 billion, as well as incremental investments in several of its portfolio companies. The Investment Manager believes that these investment opportunities that should be able to generate attractive returns for the Company. Nevertheless, the Company cannot guarantee Investors or Shareholders that any or all of these prospective investments will take place in the future.

3.      The Company

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 does not have a principal place of business as the Company carries out its principal activities under the management of the Investment Manager. The Company was admitted to the Official List of the UK Listing Authority on 3 August 2007 under Chapter 14 of the Listing Rules, and its securities were admitted to trading on the London Stock Exchange's main market for listed securities, raising U.S.$203 million before expenses through an initial public offering of its Shares and a concurrent share placement. Prior to admission to the Official List, the Company raised a total of approximately U.S.$103.8 million before expenses, and closed its first capital subscription at the end of 2005. The Company's pro-forma NAV as at the date of the IPO was approximately U.S.$338.3 million, and pro-forma NAV per Share was approximately U.S.$1.00. Since the date of the IPO, the Company has increased its NAV and, as at 30 June 2012, its NAV was approximately U.S.$430.1 million and NAV per Share was approximately U.S.$1.24. As at the Latest Practicable Date, the NAV was approximately U.S.$472.5 million and NAV per Share was approximately U.S.$1.36.

4.      The Business

The principal activities of the Company are those relating to an investment holding company, while those of its subsidiaries consist primarily of making longer-term strategic investments predominantly in the Asia-Pacific region, particularly in the HH&L sectors (including branded real estate developments), as well as investments in special situations and structured transactions. The Company is structured as a permanent capital vehicle to enable it, where necessary, to make longer-term investments that are not constrained by restricted fund life cycles that are a characteristic of traditional private equity funds. The Company's business is not seasonal in nature, although the businesses of some of its portfolio companies (for example, those in the HH&L sectors) may be.

Where it is stated in this announcement that the Company has made an investment or has a shareholding in a venture, Investors and Shareholders should assume that such investment or shareholding has not been made or is not held (as applicable) by the Company directly but rather by one of its wholly-owned or majority-owned subsidiaries.

5.      Investment Objectives

The Company's investment objectives are to increase its NAV through strategic longer-term investments in consumer-related businesses, primarily in the 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 has invested, and will continue to invest, in opportunities in listed and unlisted companies. The Company's investments are generally characterised by long holding periods. The Investment Manager is typically involved at the board level of the Company's portfolio companies to provide strategic and financial advice and, where necessary, will play a role in the management and operations of the portfolio company to assist the portfolio company's management team to drive growth and enhance profitability.

6.      Key Developments since IPO

Investments since IPO

The Company currently holds 13 investments in its portfolio. The Company made four investments prior to its IPO (increasing its investment in three of them after the IPO) and has made 11 new investments since the IPO, which it has done despite the backdrop of challenging market conditions. Since the IPO, the Company has invested an aggregate of approximately U.S.$314.5 million (including reinvestment of dividends and other distributions received and proceeds from the sale of investments but excluding cost reductions from principal loan repayments), equivalent to approximately 100 per cent. of its Capital. Such investment has consisted of an aggregate of approximately U.S.$276.2 million in Parkway and in investments that individually represent more than 5 per cent. of NAV both as at the Latest Practicable Date and as at the time the investment was made (each such investment being a "Material Investment") and an aggregate of approximately U.S.$38.2 million in investments that individually represent less than 5 per cent. of NAV both as at the Latest Practicable Date and as at the time the investment was made (each such investment being a "Non-Material Investment"). Aggregate NAV in respect of both the Material Investments and the Non-Material Investments was approximately U.S.$413.7 million as at 30 June 2012 and U.S.$457.6 million as at the Latest Practicable Date. The Company has a relatively concentrated portfolio with five of its Material Investments representing approximately 84.5 per cent. of NAV as at 30 June 2012 and approximately 86.1 per cent. of NAV as at the Latest Practicable Date. Non-Material Investments and temporary investments net of working capital represented approximately 11.7 per cent. and approximately 3.8 per cent. of NAV, respectively, as at 30 June 2012 and approximately 10.8 per cent. and approximately 3.1 per cent. of NAV, respectively, as at the Latest Practicable Date.

Material Investments

Since the IPO, the Company has made the Material Investments, being those which individually represent greater than 5 per cent. of the NAV as at the Latest Practicable Date and as at the time the investment was made, as detailed below (the figures in the following table are unaudited):

Name of company/ investment		Sector		Date of investment post IPO		Initial cost of investment (U.S.$ million)		Nature of investment		Equity percentage shareholding at Latest Practicable Date						Fair value of investment as at 30 June 2012 (U.S.$ million)	Fair value(1) of current investment as at Latest Practicable Date (U.S.$ million)		% change from initial cost of investment to fair value of investment as at Latest Practicable Date		% of Company's NAV as at Latest Practicable Date(10)
Parkway(2)............................................		Healthcare		Sept 2007		54.1		Equity(2)		N/A						N/A	N/A		N/A		N/A
MINT(3)..............................................		Hospitality		Aug 2007 - Oct 2011(5)		67.0(5)		Equity (listed)(6)		8.6						140.4	165.0		146.4		34.9
P- REIT(3)...........................................		Healthcare		Aug 2007 - Feb 2012		33.8		Equity (listed)(6)		6.36						56.7	62.9		86.3		13.3
Minuet(3).............................................		Lifestyle/ Real estate		July 2008		66.3(7)		Debt & Equity		49.0(8)						88.0	90.5		36.6		19.2
Desaru(3)..............................................		Lifestyle/ Real estate		Jan 2012		29.0		Redeemable preference shares		49.0 of redeemable preference shares						28.3	29.5		1.6		6.2
IHT/IHH(3)...........................................		Healthcare		Feb 2012		50.1		Equity		0.7(9)						50.1	58.6		17.0		12.4
Total						300.3										363.5	406.6				86.1

Notes:

(1)    The current fair value of the Company's investments in MINT, P-REIT and IHH is as at the Latest Practicable Date. The fair value of the Company's investments in Minuet and Desaru is as at 30 June 2012 (converted at the relevant exchange rate on the Latest Practicable Date into U.S. Dollars). Minuet's value is based on the valuation of its real estate assets by an independent third-party on 30 June 2012. The difference in the valuation date is due to the fact that MINT and P-REIT are listed entities and therefore the fair value of the Company's investment can be determined by reference to the market value of the shares or units, as applicable, on the relevant Stock Exchange on which they are listed. The other Material Investments are in private companies and therefore the most recent date on which the fair value of the Company's investments in such companies was determined was 30 June 2012.

(2)    Interest sold in August 2010 to a subsidiary of Khazanah. Parkway consequently de-listed in August 2010.

(3)    The securities in, and loans to (where applicable), Minuet and MINT are denominated in Thai Baht, the securities in Desaru and IHH are denominated in Malaysian Ringgit and the units in P-REIT are denominated in Singapore Dollars.

(4)    Prior to the IPO, the Company had made investments in Minor Corporation Public Company Limited (which then merged/was restructured with MINT). Since the table deals with post-IPO investments only, details relating to these pre-IPO investments have not been disclosed.

(5)    Minor Corporation Public Company Limited shares were divested in exchange for MINT shares on 12 June 2009 in conjunction with the merger/restructuring between Minor Corporation Public Company Limited and MINT. As a result of the divestment, in addition to the shares in MINT held by the Company, the Company received approximately an additional 112.3 million shares in MINT. The U.S.$8.6 million the Company paid for Minor Corporation Public Company Limited shares prior to the IPO has been added to the U.S.$27.5 million the Company paid for MINT shares prior to the IPO and U.S.$30.9 million the Company paid for MINT shares after the IPO.

(6)    MINT is listed on the Stock Exchange of Thailand and P-REIT is listed on the SGX. IHH is listed on the Bursa Malaysia Securities Berhad and the SGX.

(7)    Amount invested is net of shareholder loan repayments to the Company in 2009 and 2012.

(8)    The Company has a direct 49 per cent. interest in Minuet. In addition, the Company also holds a 49 per cent. interest in La Finta Limited, which itself holds a 2 per cent. interest in Minuet.

(9)    The Company's investment in IHT was converted into IHH shares at the time of IHH's initial public offering in July 2012. As at the Latest Practicable Date, the Company held 0.7 per cent. of the ordinary share capital in IHH.

(10) Using fair values of MINT, P-REIT and IHH as at the Latest Practicable Date, and of Minuet and Desaru as at 30 June 2012.

Non-Material Investments

Since the IPO, the Company has made the Non-Material Investments, being those which constitute less than 5 per cent. of the NAV as at the Latest Practicable Date and as at the time the investment was made, as detailed in the table below. The aggregate NAV of the Non-Material Investments was approximately U.S.$50.3 million and represented approximately 11.7 per cent. of NAV as at 30 June 2012, and was approximately U.S.$51.0 million and represented approximately 10.8 per cent. of NAV as at the Latest Practicable Date.

The Company will typically not disclose pricing and valuation information relating to Non-Material Investments in order to prevent: (a) sellers of potential investments in private companies from determining how much the Company has paid for its investments in comparable private companies which are similar to its potential investment, as this could lead to unfair price comparisons; and (b) buyers of the Company's existing investments from determining how much the Company initially paid for its investments, as this will affect its competitive advantage during the exit price negotiation process and may prevent it from maximising value for Shareholders.

Investment

Sector

Date of investment post IPO

Nature of investment

Equity percentage holding as at the Latest Practicable Date

SG Land..................................................

Lifestyle/ Real estate

April 2008

Debt & Equity

49.9

AFC................................................................

Lifestyle

May 2008 - Aug 2011

Equity

19.2 (preference shares)

C Larsen..................................................

Lifestyle

Dec 2008 - July 2009

Debt & Equity

0.1 (ordinary shares) and 100 (redeemable convertible preference shares)

One Central Residences, Macau(1)..........

Lifestyle/Real estate

Aug 2009 - Nov 2011

Equity

92.1

Niseko Property JV ...............................

Lifestyle/ Real estate

March 2011 - August 2012

Debt & Equity

37.5

Maison Takuya.......................................

Lifestyle

January - August 2012

Debt & Equity

7.44 (convertible preference shares)

Miscellaneous(2)…………….

Lifestyle/Real Estate and Healthcare

August 2008 and June 2010

Debt

N/A

Note:                                                      

(1)    The Company has sold all of the apartments that constituted this investment. The sale of the final apartment was completed on 13 September 2012.

(2)    The Company's investment in these two entities represents less than 0.5 per cent. of NAV as at 30 June 2012 and as at the Latest Practicable Date and therefore the details of these entities have not been disclosed.

Divestments since IPO

The Company's first divestment since the IPO was its interest in approximately 98.5 million shares in Minor Corporation Public Company Limited which it divested on 12 June 2009 as a result of the merger between Minor Corporation Public Company Limited and MINT. As consideration for the divestment, the Company received approximately 112.3 million shares in MINT, which, at the time of divestment, resulted in an approximate U.S.$21.9 million gain over the investment cost, taking into account the market value of the MINT shares at the time of divestment and distributions received from Minor Corporation Public Company Limited during the investment period. This translated to approximately 3.6 times the investment cost and an approximate 43 per cent. gross annualised return over a period of approximately four years.

The Company's second divestment since the IPO was its interest in Parkway Holdings Limited, of which Mr. Anil Thadani is a former chairman, which it sold in the third quarter of 2010 to Khazanah Nasional Berhad as part of Khazanah's public takeover of Parkway. The investment provided the Company with gross proceeds of approximately U.S.$80.7 million, and resulted in an approximate U.S.$26.6 million gain over investment cost. This translated to 1.5 times the investment cost and a 21.6 per cent. annualised return over a period of less than three years.

Minuet, one of the Company's Material Investments, also successfully sold approximately 69.2 rai (approximately 11.1 hectares) of the land owned by it in Bangkok, Thailand to SC Asset in January 2012 at a sale price, based on exchange rates prevailing at that time, of over 20 per cent. above Minuet's average land cost. As a result, and as at the Latest Practicable Date, the Company had received approximately U.S.$12.4 million from Minuet by way of partial return of a shareholder loan.

The Company has recently completed the sale of all four of its apartments in One Central Residence, Macau and the gross proceeds attributable to the Company were approximately U.S.$9.0 million. This translated into a gain of approximately 53.8 per cent. over the Company's cost of investment.

7.      Investment Performance and Share Price

From the date of the IPO until 30 June 2012, the NAV per Share has increased from approximately U.S.$1.00 to approximately U.S.$1.24, representing an increase of approximately 24.1 per cent. over such period or an annualised increase of approximately 4.5 per cent. This compares to a decrease in the MSCI AC World and MSCI AC Asia Indices by 19.3 and 24.5 per cent., respectively, over such period or an annualised loss of 4.3 and 5.6 per cent., respectively.

Despite the positive performance, since the IPO, the Company's share price has consistently traded at a discount to its NAV per Share, and, as at the Latest Practicable Date, the Shares were trading at U.S.$0.6775, a 50.3 per cent. discount to the NAV per Share as at the Latest Practicable Date of U.S.$1.36.

The Directors are focused on the discount to the NAV per Share at which the Shares trade and will continue to implement and seek measures to attempt to narrow this discount. Following completion of the Rights Issue, the Directors intend to propose a Special Resolution at the Company's annual general meeting in 2013 to amend the Memorandum and Articles of Association to include an article prohibiting the issuance of Shares by the Company at a price which represents a discount of more than 15 per cent. to the then most recently published NAV per Share, except where approved by a Resolution (such approval to be sought on a case-by-case basis).

Whilst the Directors are confident that the discount to NAV per Share at which the Shares trade can be narrowed over time, the Directors intend that if at the time of publication of the NAV as at 30 September 2017:

(i)            the volume weighted average closing price of the Shares for the trading days over the three               months prior to 30 September 2017 is shown to represent a discount of more than 35 per cent. of the NAV per Share as at 30 September 2017; and

(ii)           the Directors reasonably consider that if the investments of the Company were sold for cash through an orderly sale process the aggregate sale proceeds (net of costs, fees and expenses associated with such sales) would be at least 80 per cent. of the NAV as at 30 September 2017,

they will, as soon as is reasonably practicable, put a resolution to the Shareholders to propose a sale of sufficient assets so as to enable a distribution in cash to Shareholders of an aggregate amount of at least 80 per cent. of the NAV as at 30 September 2017.

The table below sets out the NAV per Share, value of cash (net of working capital and listed securities per Share) and Share price for the period from 31 December 2007 to 30 June 2012 on a quarterly basis:

Date	NAV per Share	Cash net of working capital and listed securities per share	Share price
	(U.S.$)	(U.S.$)	(U.S.$)
31/12/2007	1.0652	1.0384	0.91
31/03/2008	1.0788	1.0504	0.73
30/06/2008	0.9921	0.9368	0.77
30/09/2008	0.8843	0.5887	0.63
31/12/2008	0.7523	0.4491	0.29
31/03/2009	0.7122	0.4061	0.23
30/06/2009	0.8196	0.4853	0.34
30/09/2009	0.9640	0.6085	0.48
31/12/2009	0.9953	0.6356	0.64
31/03/2010	1.0372	0.6658	0.65
30/06/2010	1.0278	0.6554	0.62
30/09/2010	1.1981	0.8031	0.68
31/12/2010	1.1618	0.7648	0.67
31/03/2011	1.1719	0.7639	0.7
30/06/2011	1.1660	0.7589	0.78
30/09/2011	1.1096	0.7065	0.73
31/12/2011	1.1239	0.7079	0.595
31/03/2012	1.1935	0.5505	0.725
30/06/2012	1.2414	0.6161	0.645

8.      Future Investment Opportunity

The Company will continue to focus on investments in consumer-related companies, particularly in the HH&L sectors (including branded real estate developments), in the Asia-Pacific region. The Investment Manager is in early and advanced-stage discussions regarding a number of investment opportunities in these sectors and the Investment Manager has identified a number of other potential opportunities. The Company will fund further investments from existing resources and the proceeds of the Rights Issue.

In relation to its existing investments, there are a number of additional opportunities that the Company may pursue, including incrementally investing approximately a further U.S.$8.0 million in three existing portfolio companies. The Investment Manager is currently exploring 15 potential investments in the HH&L sectors (including branded real estate developments) with an aggregate investment value of up to approximately U.S.$1.28 billion, broken down as follows:

Sector	Estimated approximate investment value
Healthcare	U.S.$650 million
Hospitality	U.S.$100 million
Lifestyle	U.S.$300 million - U.S.$500 million
Real Estate	U.S.$30 million

The Investment Manager believes that the investment opportunities should be able to generate attractive returns for the Company. Nevertheless, the Company cannot guarantee Investors or Shareholders that any or all of these prospective investments will take place in the future.

9.      Dividends

The Company has not declared or paid any dividend since the date of its incorporation on 5 January 2004. The Company believes that its growth will be driven by a combination of the appreciation in value of its portfolio companies and capital gains from the realisation of investments. The Company's current strategy is to reinvest the returns generated by its realised investments as well as income received from investments in the form of dividends and interest, after expenses, in accordance with the Company's investment policies and procedures. The Company's distribution policy reflects its judgement that the continuous reinvestment of its Capital in accordance with the Company's investment policies and procedures will allow the Company to build a strong investment base, increase its NAV and create long-term value for its Shareholders. Accordingly, the Company is not able to provide any indication of whether or when distributions may be made.

Any dividends that the Company decides to declare and pay will be declared and paid in U.S. Dollars. In the event that the Company declares a future dividend prior to the exercise of all of the Share Options, it will pay an amount to Share Option holders equivalent to the amount which the relevant Share Option holder would have received if all the Share Options granted to it which remain unexercised, whether or not they have vested at the time that the dividend is declared, had been exercised.

10.    Directors' Undertakings

Under the Rights Issue, Anil Thadani intends to subscribe for a total of 9,858,737 New Ordinary Shares and is sub-underwriting a further 12,700,040 New Ordinary Shares, Sunil Chandiramani intends to subscribe for a total of 3,665,211 New Ordinary Shares and is sub-underwriting a further 49,294 New Ordinary Shares, Pierangelo Bottinelli intends to subscribe for a total of 2,305,349 New Ordinary Shares and is sub-underwriting a further 1,891,816 New Ordinary Shares and Georges Gagnebin intends to subscribe for a total of 198,168 New Ordinary Shares.

11.    The Investment Manager

The Company's Investment Manager is Symphony Investment Managers Limited. Symphony Asia Holdings Pte. Ltd. is its Singapore Advisor and Symphony Asia Limited is the Investment Manager's Hong Kong Consultant.

The Investment Manager provides day-to-day management and administrative services to the Company in order to manage the Company's investments having regard to the Company's investment objectives, policy and strategy.

The Directors believe that the Investment Manager, together with the Singapore Advisor and the Hong Kong Consultant, has one of the most stable and experienced investment teams in Asia. The Investment Management Team is led by Anil Thadani and Sunil Chandiramani, who have more than 30 years' and 22 years' investment experience in Asia-Pacific, respectively.

12.    Investment Manager's Remuneration

In consideration for its services, pursuant to the Investment Management and Advisory Agreement, the Investment Manager is entitled to a management fee, Share Options and Management Shares as described below:

Management Fee

Under the terms of the Investment Management and Advisory Agreement, the Company pays the Investment Manager a management fee at a rate of 2.25 per cent. per annum of its NAV, payable quarterly in advance on the NAV Approval Date (the "Management Fee"). The Management Fee is based on the NAV as at the prior Quarter End Date. The Management Fee is at least U.S.$8 million per annum and at most U.S.$15 million per annum.

Share Options

The Share Options are intended to compensate the Investment Manager for its services and are in lieu of the traditional carried interest typically paid to managers of private equity vehicles. The Investment Manager (together with any assignee of the Investment Manager) has the right to be granted options representing Shares equal to 20 per cent. of the issued share capital of the Company (excluding Management Shares (which, for the purpose of this calculation, includes 7,129,209 Management Shares issued to the Investment Manager prior to the IPO) and assuming the exercise of all of the issued Share Options) at any given time, subject to certain adjustments.

Pursuant to the Investment Management and Advisory Agreement, on 3 August 2008 (deferred from the date of the IPO) the Investment Manager was granted the Initial Share Options, being share options to subscribe for 82,782,691 Shares, with an exercise price (subject to any adjustment) of U.S.$1.00. All of the Initial Share Options have vested, and none have to date been exercised. If unexercised, the Initial Share Options will expire in August 2018. The Initial Share Options may be adjusted in accordance with the Share Options Terms as a result of the Rights Issue.

Pursuant to the Share Options Terms, following the Rights Issue the Company intends to grant the Rights Issue Share Options to the Investment Manager, being share options with an exercise price equal to the Issue Price, in order to provide the Investment Manager (together with any assignee of the Investment Manager) with the right to be issued Shares equal to, in aggregate with existing Share Options, 20 per cent. of the enlarged issued share capital of the Company (excluding Management Shares (which, for the purpose of this calculation, includes the 7,129,209 Management Shares issued to the Investment Manager prior to the IPO) and assuming the exercise of all the issued Share Options). The Rights Issue Share Options will be granted following the date of the Rights Issue. The Rights Issue Share Options will vest in five equal tranches over a period of five years from the date of grant. The first tranche will vest on the first anniversary of their date of grant, and each subsequent tranche will vest on the following anniversaries. The Rights Issue Share Options will be exercisable up to the 10th anniversary of the date of grant.

In addition, the Investment Management and Advisory Agreement provides that on the issuance of Shares pursuant to exercise of Warrants in accordance with the terms and conditions of the Warrants, future Share Options, with an exercise price (subject to any adjustment) of U.S.$1.25 per share will be granted to the Investment Manager. The number and exercise price of the Share Options may be adjusted as a result of the Rights Issue in accordance with a mechanism which is substantially the same as the formulae that apply to the Warrants, as summarised in "Part 10 - Summary of the Terms of the Warrants" of the Prospectus, save that the process is applied by the Share Options Terms Committee rather than an "Approved Bank", although the Share Options Terms Committee may, if it deems fit, appoint any commercial bank or investment bank of international repute to assist it in its determination.

The Investment Manager has the right to determine the allocation of the benefit of the Share Options amongst the Investment Management Team (including the Key Persons) at its sole discretion.

Management Shares

Following the IPO, pursuant to the Investment Management and Advisory Agreement, the Investment

Manager was entitled to be issued Management Shares of an amount equal to 5 per cent. of the Company's issued share capital (but not including the 7,129,209 Management Shares issued to the Investment Manager prior to the IPO), for which the Investment Manager was not required to make any payment to the Company. As at the date of this document, 8,238,980 Management Shares have been issued to the Investment Manager on this basis, in addition to the 7,129,209 Management Shares held by the Investment Manager prior to the IPO.

These IPO Management Shares became eligible to be issued in five equal tranches of 20 per cent. each at the end of the first quarter following each anniversary of the IPO, and if eligible to be issued may be issued on any subsequent NAV Approval Date. In determining the maximum number of Management Shares that may be issued on each NAV Approval Date, the Board is required to have regard to the NAV after the proposed issue of Management Shares, and the number of Management Shares issued is the maximum number that can be issued such that the NAV per Share does not decrease below the IPO offering price of U.S.$1.00, in order to minimise the impact on the NAV per Share. The balance of Management Shares not issued may then be issued on any of the subsequent NAV Approval Dates (provided, in each case, that its NAV following each issue will be at or above the IPO offering price of U.S.$1.00). This procedure will continue until the remaining Management Shares are issued.

On this basis, the Investment Manager may therefore be eligible to receive the final tranche of 2,059,746 Management Shares on any NAV Approval Date after 30 September 2012 if, following the calculation of the NAV per Share at the relevant Quarter End Date, the NAV per Share is greater than U.S.$1.00 (taking into account the potential issuance of the 2,059,746 Management Shares).

No further Management Shares shall be issued as a result of the Rights Issue.

In addition, on the issuance of Shares pursuant to exercise of Warrants, in accordance with the terms and conditions of the Warrants, additional Management Shares will be granted to the Investment Manager in order to maintain the proportion of the share capital held by the Investment Manager prior to the exercise of the Warrants. The Management Shares to be issued will not exceed 5 per cent. of the increase in the Company's issued share capital (including the Management Shares thus issued but excluding the 7,129,209 Management Shares held by the Investment Manager prior to the IPO) as a result of the exercise of the Warrants.

The Investment Manager will determine the allocation of the benefit of the Management Shares amongst the Investment Management Team (including the Key Persons) at its sole discretion. It is anticipated that the Management Shares will be distributed by the Investment Manager amongst the Investment Manager's team members.

13.    Key terms and conditions of the Rights Issue

The Company is proposing to raise proceeds of approximately U.S.$93 million (net of expenses) by way of a rights issue of 166,665,997 New Ordinary Shares. Subject to the fulfilment of the conditions of the Underwriting Agreement, the New Ordinary Shares will be offered by way of Nil Paid Rights at 60 cents per New Ordinary Share, payable in full on acceptance by Qualifying Shareholders other than, subject to certain exceptions as set out in paragraph 2.5 of "Part 6 - Terms and Conditions of the Rights Issue" of the Prospectus, Qualifying Shareholders with a registered address, or resident, in the Restricted Jurisdictions on the basis of:

0.481 New Ordinary Shares for every 1 Existing Share

held and registered in their name on the Record Date (and so in proportion for any other number of Existing Shares then held) and otherwise on the terms and conditions as set out in this document and, in the case of Qualifying Non-CREST Shareholders (subject to certain exclusions and restrictions), the Provisional Allotment Letter.

The Depositary holds Existing Shares and accordingly will receive a provisional allotment of New Ordinary Shares on behalf of Qualifying Depositary Interest Holders. The Depositary will pass on the provisional allotment made in its favour to Qualifying Depositary Interest Holders other than, subject to certain exceptions as set out in paragraph 2.5 of "Part 6 - Terms and Conditions of the Rights Issue" of the Prospectus, Qualifying Depositary Interest Holders with a registered address, or resident, in the Restricted Jurisdictions and otherwise in accordance with the terms and conditions set out in the Prospectus and in accordance with the Deed Poll.

With the exclusion (subject to certain exceptions) of Qualifying Shareholders with a registered address, or resident, in the Restricted Jurisdictions, Qualifying Shareholders will be entitled to take up the New Ordinary Shares represented by their entitlements to Nil Paid Rights. Subject to certain exceptions, Nil Paid Rights to which Qualifying Shareholders with registered addresses in the Restricted Jurisdictions would otherwise be entitled will be aggregated with entitlements to Nil Paid Rights which have not been taken up by other Qualifying Shareholders and, if possible, sold as described in paragraph 2.3.1 of "Part 6 - Terms and Conditions of the Rights Issue" of the Prospectus.

The Issue Price of 60 cents per New Ordinary Share represents a 6.94 per cent. discount to the theoretical ex-rights price based on the closing middle-market price of a Share as derived from the Official List of 64.473 cents per Existing Share on 3 October 2012 (the last Business Day prior to the date of announcement of the terms of the Rights Issue). The New Ordinary Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Shares.

Qualifying Shareholders who do not take up entitlements to New Ordinary Shares (whether directly or through New Depositary Interests) will have their proportionate shareholdings in the Company diluted by approximately 32.48 per cent. Those Qualifying Shareholders who take up their rights in full will, subject to fractions, have the same proportionate voting and distribution rights as held on the Record Date. Qualifying Shareholders who apply for their Excess Entitlements will, if successful, increase their proportionate voting and distribution rights as a result. With the exclusion (subject to certain exceptions) of Qualifying Shareholders with a registered address, or resident, in the Restricted Jurisdictions, Qualifying Shareholders will be entitled to apply for Excess Securities up to a maximum number equal to their Excess Entitlement, which is 0.481 Excess Securities for every 1 Existing Share held in that Qualifying Shareholder's name as at the Record Date. The Depositary will pass on the provisional allotment of Excess Entitlements made in its favour to Qualifying Depositary Interest Holders other than, subject to certain exceptions as set out in paragraph 2.5 of "Part 6 - Terms and Conditions of the Rights Issue" of the Prospectus, Qualifying Depositary Interest Holders with a registered address, or resident, in the Restricted Jurisdictions and otherwise in accordance with the terms and conditions set out in the Prospectus and in accordance with the Deed Poll.

The Nil Paid Rights, also described as New Ordinary Shares (nil paid), are entitlements to acquire the New Ordinary Shares subject to payment of the Issue Price. The Fully Paid Rights are entitlements to receive the New Ordinary Shares, for which a subscription and payment has already been made.

Holdings of Existing Shares in certificated form and holdings of Existing Depositary Interests will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue. Entitlements to New Ordinary Shares and New Depositary Interests will be rounded down to the next lowest whole number and fractions of New Ordinary Shares will not be allotted to Qualifying Shareholders (and the Depositary will not make available fractions of New Depositary Interests to Qualifying Depositary Interest Holders).

Such fractions will be aggregated and, if possible, sold as soon as practicable after the commencement of dealings in the Nil Paid Rights. The net proceeds of such sales (after deduction of expenses) will be aggregated and will ultimately accrue for the benefit of the Company and, in the case of New Depositary Interests, donated to charity as per the provisions of the Deed Poll.

Qualifying Shareholders with fewer than 3 Existing Shares will not have a Rights Issue Entitlement and will not be entitled to subscribe for any New Ordinary Shares or New Depositary Interests (as applicable). Qualifying Shareholders with fewer than 3 Existing Shares will not have an Excess Entitlement and will not be entitled to apply or subscribe for any Excess Securities.

Application has been made to the UK Listing Authority and to the London Stock Exchange for the New Ordinary Shares (nil paid and fully paid) to be admitted to the standard segment of the Official List and to trading on the London Stock Exchange's main market for listed securities, respectively. It is expected that Admission will become effective on 5 October 2012 and that dealings in the Nil Paid Rights will commence on the London Stock Exchange by 8.00 a.m. on that date. The New Ordinary Shares and the Existing Shares are in registered form and can be held in certificated form. The New Depositary Interests and the Existing Depositary Interests are in uncertificated form and are held via CREST.

None of the New Ordinary Shares nor the New Depositary Interests has been marketed or will be made available in whole or in part to the public other than in connection with the Rights Issue.

The Rights Issue has been fully underwritten by Panmure Gordon and is conditional, inter alia, upon:

(i)    the Underwriting Agreement having become unconditional in all respects (save for the condition relating to Admission) and not having been terminated in accordance with its terms; and

(ii)   Admission becoming effective by not later than 8.00 a.m. on 12 October 2012 (or such later date as the Company and Panmure Gordon may agree).

The Underwriting Agreement is conditional upon certain matters being satisfied or not breached prior to Admission and may be terminated by Panmure Gordon prior to Admission upon the occurrence of certain specified events, in which case the Rights Issue will not proceed. The Underwriting Agreement is not capable of termination following Admission. Panmure Gordon may arrange sub-underwriting for some, all or none of the New Ordinary Shares.

The Company will not proceed with the Rights Issue if the Underwriting Agreement is terminated at any time prior to Admission and commencement of dealings in the Nil Paid Rights.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Shares.

14.    Further information

The Rights Issue will be on the terms and subject to the conditions set out in the Prospectus which will be published shortly. Further details in relation to the Rights Issue and the procedure for acceptance and payment and the procedure in respect of rights not taken up will be set out in the Prospectus.

Shareholders' attention is drawn, in particular, to the risk factors included in the Prospectus.

Appendix 1

EXPECTED TIMETABLE OF KEY EVENTS

Each of the times and dates in the table below is indicative only and may be subject to changes.

Event			Date
Record Date for entitlement under the Rights Issue for Qualifying Shareholders and Qualifying Depositary Interest Holders			Close of business on 2 October 2012
Announcement of the Rights Issue			4 October 2012
Publication of this document			4 October 2012
Dispatch of Provisional Allotment Letters and Excess Entitlement Application Forms (to Qualifying Non-CREST Shareholders)			4 October 2012
Start of subscription period			5 October 2012
Dealing in Nil Paid Rights and Fully Paid Rights commence on the London Stock Exchange			8:00 a.m. on 5 October 2012
Existing Shares marked "ex-rights" by the London Stock Exchange			8:00 a.m. on 5 October 2012
Nil Paid Rights credited to stock accounts in CREST (Qualifying Depositary Interest Holders only)			As soon as practicable after 8:00 a.m. on 5 October 2012
Nil Paid Rights and Fully Paid Rights enabled in CREST			8:00 a.m. on 5 October 2012
Recommended latest time for requesting withdrawal of Nil Paid Rights and Fully Paid Rights from CREST (i.e. if your Nil Paid Rights and Fully Paid Rights are in CREST and you wish to convert them to certificated form)			4:30 p.m. on 15 October 2012
Latest time and date for depositing renounced Provisional Allotment Letters, nil or fully paid, into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account (i.e. if your Nil Paid Rights and Fully Paid Rights are represented by a Provisional Allotment Letter and you wish to convert them to uncertificated form)			3:00 p.m. on 16 October 2012
Latest time and date for splitting Provisional Allotment Letters (nil or fully paid)			3:00 p.m. on 17 October 2012
Latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters			11:00 a.m. on 19 October 2012
Announcement of results of the Rights Issue through a Regulatory Information Service			7:00 a.m. on 22 October 2012
Dealings in the New Ordinary Shares commence on the London Stock Exchange			8:00 a.m. on 22 October 2012
New Depositary Interests expected to be credited to accounts in CREST			As soon as practicable after 8:00 a.m. on 22 October 2012
Dispatch of definitive share certificates for the New Ordinary Shares in certificated form			By no later than 29 October 2012
Notes:
(1)     The ability to participate in the Rights Issue is subject to certain restrictions relating to Shareholders with registered addresses outside the UK, details of which are set out in the Prospectus.
(2)     The times and dates set out in the expected timetable of key events above, and mentioned throughout this document, may be adjusted by the Company in consultation with Panmure Gordon. In such event, details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, Qualifying Shareholders.
(3)     Different deadlines and procedures for applications may apply in certain cases. For example, if you hold your Existing Shares through a CREST Member or other nominee, that person may set an earlier date for application and payment than the dates noted above.
(4)     References to times in this document are to London time unless otherwise stated.

Appendix 2

DEFINITIONS

The following expressions have the following meaning throughout this announcement, unless the context otherwise requires:

Admission	The proposed admission of the New Ordinary Shares by the UK Listing Authority to listing on the Official List and by the London Stock Exchange to trading nil paid on the main market of the London Stock Exchange.
AFC	AFC Network Private Limited.
Asia-Pacific	Includes, but is not limited to, Australia, Brunei, Cambodia, China, Hong Kong, India, Indonesia, Japan, Laos, Macau, Malaysia, Mongolia, Myanmar, Nepal, New Zealand, Philippines, Singapore, South Korea, Taiwan, Thailand and Vietnam.
Board	The board of Directors.
Business Day	A day (other than a Saturday or Sunday) on which banks and financial institutions are open for business in London.
BVI Business Company	A company incorporated or re-registered under the BVI Companies Act.
BVI Companies Act	The BVI Business Companies Act, 2004, as amended.
C Larsen	C Larsen Singapore Pte Limited.
Calculation	The calculation of the NAV of the Company on a quarterly basis which will be provided to the Auditor of the Company who performs certain procedures on the calculation.
Capital	All cash and funds available to the Company from the subscription of its Shares, from borrowings made by the Company, from the exercise of Share Options and Warrants and the issue of convertible or other securities.
Company or Symphony	Symphony International Holdings Limited.
CREST	The electronic, paperless transfer and settlement mechanism to facilitate the transfer of title of Shares in uncertified form operated by Euroclear.
CREST Member	A CREST participant admitted to CREST as a CREST member.
Deed Poll	A deed poll executed by the Depositary in favour of the holders of Depositary Interests from time to time.
Depositary	Capita IRG Trustees Limited.
Depositary Interest Holder	A holder of Depositary Interests.
Depositary Interests	The dematerialised depositary interests in respect of the Shares issued or to be issued by the Depositary.
Desaru	Desaru Peace Holdings Sdn Bhd.
Director	Member of the Board
Disclosure and Transparency Rules	The disclosure and transparency rules of the UK Listing Authority made in accordance with section 73A of FSMA.
Euroclear	Euroclear UK & Ireland Limited, the operator (as defined in the Uncertified Regulations) of CREST or any successor thereof.
Excess Application Facility	The arrangement pursuant to which Qualifying Shareholders may apply for additional Excess Securities in excess of their Rights Issue Entitlements in accordance with the terms and conditions of the Rights Issue.
Excess Application Form	The form to be sent to Qualifying Non-CREST Shareholders in respect of their Excess Entitlements pursuant to the Rights Issue.
Excess Entitlement	In respect of each Qualifying Shareholder, the entitlement (in addition to their Rights Issue Entitlement) to apply, in accordance with the Excess Application Facility, for up to 0.481 Excess Securities for every 1 Existing Share registered in their names as at the Record Date.
Excess Securities	New Ordinary Shares (in the case of Qualifying Non-CREST Shareholders) and New Depositary Interests (in the case of Qualifying Depositary Interest Holders) (as the context requires) applied for by Qualifying Shareholders under the Excess Application Facility.
Existing Depositary Interests	The Depositary Interests in issue at the Record Date.
Existing Shares	Shares in issue as at the Record Date.
FSMA	The Financial Services and Markets Act 2000 of the UK, as amended from time to time.
Fully Paid Rights	Fully paid rights to subscribe for New Ordinary Shares.
Future Share Options	The share options which the Investment Manager is entitled to be granted upon the issuance of Shares pursuant to exercise of Warrants or other change to the Company's issued share capital, including the Rights Issue Share Options, pursuant to the Share Options Terms.
Group	The Company and its subsidiaries, which, for the avoidance of doubt, does not include any of the Company's portfolio companies.
HH&L	Healthcare, hospitality and lifestyle.
Hong Kong Consultant	Symphony Asia Limited.
IHT	Integrated Healthcare Hastaneler Turkey Sdn Bhd.
Initial Share Options	The 82,782,691 Share Options that were granted to the Investment Manager on 3 August 2008.
Investment Management and Advisory Agreement	The agreement entered into between the Company, the Singapore Advisor and the Investment Manager on 10 July 2007 pursuant to which the Investment Manager will provide investment management services and the Singapore Advisor will provide investment advisory services to the Company with respect to the Company's investments (as amended).
Investment Management Team	The Directors and executive officers of the Investment Manager, the Singapore Advisor and the Hong Kong Consultant as at the date of this document.
Investment Manager	Symphony Investment Managers Limited.
Investor	A person or entity who may subscribe for or otherwise purchase or sell the New Ordinary Shares, New Depositary Interests, the Nil Paid Rights, the Fully Paid Rights or the Excess Entitlements.
IPO	Initial public offering of and admission to the Official List of 338,259,976 Shares and 108,565,365 Warrants on 3 August 2007.
Issue Price	U.S.$0.60 per New Ordinary Share.
Key Persons	Persons identified to the Company by the Investment Manager as key persons in the Investment Management Team and in respect of which the Investment Manager has certain terms in the Investment Management and Advisory Agreement.
Khazanah	Khazanah Nasional Berhad (company registration number: 275505-K), a company incorporated in accordance with the Malaysian Companies Act, 1965, and the investment arm of the Government of Malaysia.
Latest Practicable Date	2 October 2012 (being the latest practicable date prior to the publication of this document for the purposes of certain calculations).
Listing Rules	The rules, including the listing rules, the prospectus rules and the disclosure and transparency rules, made by the UK Listing Authority pursuant to Sections 73A and 84 of the FSMA.
London Stock Exchange	London Stock Exchange plc or its domestic market (being or regulated market for listed securities), as the context may require.
Maison Takuya	Privée Holdings Private Limited.
Management Fee	The management fee payable by the Company, under the terms of the Investment Management and Advisory Agreement, to the Investment Manager at a rate of 2.25 per cent. per annum of the NAY. The Management Fee is at least U.S.$8 million per annum and at most U.S.$15 million per annum.
Management Shares	The Shares issued and to be issued to the Investment Manager in return for its investment management services pursuant to the Investment Management and Advisory Agreement.
Material Investment	An investment of the Group that individually represents more than 5 per cent. of the NAY both as at the Latest Practicable Date and as at the time the investment was made.
MINT	Minor International Public Company Limited.
Minuet	Minuet Limited.
MSCI AC Asia Index	A free float-adjusted market capitalisation weighted index that is designed to measure the equity market performance of Asia.
MSCI AC World Index	A free float-adjusted market capitalisation weighted index that is designed to measure the equity market performance of developed markets. It consists of the following 24 developed market country indices: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom, and the United States.
NAV	The aggregate net asset value of the Group calculated in accordance with the Company's policies and as described in this document.
NAV Approval Date	The date on which the Board approves the Calculation for the prior Quarter.
NAV per Share	The net asset value of the Group calculated on a Share-by-Share basis.
New Depositary Interests	The Depositary Interests to be issued by the Depositary following the take-up of rights to acquire Depositary Interests by Qualifying Depositary Interest Holders in connection with the Rights Issue.
New Ordinary Shares	The New Ordinary Shares proposed to be issued by the Company pursuant to the Rights Issue.
Nil Paid Rights	Depending on the context, (a) the rights to subscribe for New Ordinary Shares provisionally allotted to Qualifying Shareholders pursuant to the Rights Issue, or (b) the rights to subscribe for New Depositary Interests initially credited to the CREST accounts of Qualifying Depositary Interest Holders in connection with the Rights Issue.
Niseko Property JV	Well Round Holdings Limited.
Non-Material Investment	An investment of the Group that individually represents less than 5 per cent. of NAV both as at the Latest Practicable Date and as at the time the investment was made.
Official List	The Official List of the UK Listing Authority.
Panmure Gordon	Panmure Gordon (UK) Limited.
Parkway	Parkway Holdings Limited.
P-REIT	Parkway Life Real Estate Investment Trust.
Prospectus	The prospectus made under Part IV of FSMA (as set out in the FSA Handbook) as amended to be issued to Qualifying Shareholders in connection with the Rights Issue
Prospectus Rules	The prospectus rules of the UK Listing Authority made in accordance with section 73A of FSMA as amended from time to time.
Provisional Allotment Letter	The renounceable provisional allotment letter expected to be sent to Qualifying Non-CREST Shareholders in respect of the New Ordinary Shares to be provisionally allotted to them pursuant to the Rights Issue.
Qualifying Shareholder	Qualifying Non-CREST Shareholders and Qualifying Depositary Interest Holders.
Quarter	Each three-month period or such shorter period of time, commencing on the calendar day following the Quarter End Date, as the case may be, and ending on the nearest Quarter End Date.
Quarter End Date	Each 31 March, 30 June, 30 September and 31 December.
Record Date	The close of business on 2 October 2012.
Restricted Jurisdiction	United States, Australia, Canada, Japan and South Africa.
Rights Issue	The proposed issue by way of rights of New Ordinary Shares and/or, unless the context otherwise requires, New Depositary Interests, on the basis described in this document and (where applicable) in the Provisional Allotment Letter.
Rights Issue Entitlement	The entitlement of Qualifying Non-CREST Shareholders and Qualifying Depositary Interest Holders to New Ordinary Shares and New Depositary Interests, respectively, pursuant to the Rights Issue but excluding the Excess Entitlements
SC Asset	SC Asset Corporation Public Company Limited.
Securities Act	U.S. Securities Act of 1933, as amended.
SG Land	SG Land Co, Ltd.
SGX	Singapore Exchange Securities Trading Limited.
Share Options	The Initial Share Options, the Future Share Options and the Rights Issue Share Options.
Share Options Terms Committee	The committee established to administer the Share Options Terms comprising of at least two independent Directors and one Key Person.
Shareholder	A registered holder of Shares.
Shares	Ordinary shares of no par value in the Company's issued or to be issued share capital.
Singapore Advisor	Symphony Asia Holdings Pte. Ltd.
U.S. or United States	The United States of America, its territories and possessions, any state of the United States and the District of Columbia.
UK Listing Authority	The Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA or any successor enactment.
UK or United Kingdom	The United Kingdom of Great Britain and Northern Ireland.
Underwriting Agreement	The underwriting agreement dated 4 October 2012 between (1) the Company, (2) the Investment Manager and (3) Panmure Gordon, details of which are set out in paragraph 18.1 ("Underwriting Agreement") of "Part 14 - Additional Information" of the Prospectus.
Warrantholder	A registered holder of Warrants.
Warrants	The warrants issued by the Company as part of the IPO conferring rights on the Warrantholders to subscribe for one Share for every Warrant held at an exercise price of U.S.$1.25 per warrant.

 

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