Final Results
Siam Investment Fund
29 July 2005
INDEPENDENT AUDITORS' REPORT
To the Shareholders of Siam Investment Fund
(incorporated in the Cayman Islands as an exempted company with limited
liability)
We have audited the accompanying statements of net assets of Siam Investment
Fund as at 31 March 2005 and 2004 and the related statements of operations,
changes in net assets, and cash flows for the years then ended. These financial
statements are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with International Standards on Auditing.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial positions of Siam Investment Fund as at 31
March 2005 and 2004, and the results of its operations, changes in its net
assets, and its cash flows for the years then ended in conformity with
International Accounting Standards.
Without qualifying our opinion, we draw attention to the following matters:
a) As described in Note 4 to the financial statements, the Fund has taken a
conservative approach to establish full provisions for possible loss of such
problematic investments in unlisted equity and debt investments as at 31 March
2005 and 2004. The Fund's directors believe that the provision is adequately
estimated to cover the possible loss as the Fund intends to hold such
investments for the long term.
b) As more fully described in Note 8.1 to the financial statements, the Fund
entered into a sales transaction of its unlisted equity investment to a major
shareholder which may have failed fully to comply with the requirements of
Chapter 11 of the London Stock Exchange Listing Rules concerning related party
transactions. The Board of the Fund has investigated and notified the UK Listing
Authority (the Financial Services Authority) of this issue and is awaiting a
response in that regard. The Board of the Fund, however, has taken such steps,
which it believes are appropriate steps to ensure that a lapse in compliance
with Chapter 11 does not occur in the future.
Bangkok, Thailand
30 June 2005
SIAM INVESTMENT FUND
STATEMENTS OF NET ASSETS
AS AT 31 MARCH 2005 AND 2004
US$
Notes 2005 2004
Investments - net 4, 8 14,177,373 19,720,194
Current assets
Cash and cash equivalents 4,252,625 5,296,648
Dividend receivable 81,097 103,235
Deposit for purchase of investment - 2,599,870
Other current assets 35,244 86,559
Total current assets 4,368,966 8,086,312
Current liabilities
Dividend payable (2,500,000) (2,500,000)
Payable to an investor (337,750) -
Accrued expenses (107,797) (11,219)
Total current liabilities (2,945,547) (2,511,219)
Net current assets 1,423,419 5,575,093
Net assets 15,600,792 25,295,287
Net assets financed by:
Share capital 5 12,500 12,500
Share premium 6 7,487,500 12,487,500
Capital reserve 7,867,680 12,106,200
Revenue reserve 233,112 689,087
Total net assets 15,600,792 25,295,287
Net asset value per share 6.24 10.12
Number of issued shares 2,500,000 2,500,000
For and on behalf of Siam Investment Fund:
................................................................................
Director
................................................................................
Director
The accounting policies and the notes on page 5 to 18 form an integral part of
these financial statements.
SIAM INVESTMENT FUND
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED 31 MARCH 2005 AND 2004
US$
Notes 2005 2004
Investment income
Dividend income 218,599 233,954
Interest income 44,472 15,045
Gain on foreign exchange 50,003 421,083
Gain from reversal of bad debt 4 45,716 63,484
Total income 358,790 733,566
Expenses
Advisory fees 8 500,000 500,008
Administrative expenses 8, 9 314,765 234,157
Total expenses 814,765 734,165
Net loss from investments (455,975) (599)
Realised and unrealised gain
(loss) on investments
Realised gain on investments 4,216,088 7,682,594
Unrealised gain (loss) on investments (8,454,608) 8,076,780
Total realised and unrealised gain
(loss) on investments (4,238,520) 15,759,374
(Decrease) increase in net
operating assets (4,694,495) 15,758,775
(Decrease) increase in net operating
assets per share (1.88) 6.30
The accounting policies and the notes on page 5 to 18 form an integral part of
these financial statements.
SIAM INVESTMENT FUND
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED 31 MARCH 2005 AND 2004
Share capital Share Capital Revenue Total
(Note 5) premium reserve reserve
(Note 6,7)
Balance at 1 April 2003 12,500 22,487,500 (3,653,174) 689,686 19,536,512
Net loss from operations - - - (599) (599)
Realised gain on investments - - 7,682,594 - 7,682,594
Unrealised gain on investments - - 8,076,780 - 8,076,780
Dividend payments - (10,000,000) - - (10,000,000)
Balance at 31 March 2004 12,500 12,487,500 12,106,200 689,087 25,295,287
Balance at 1 April 2004 12,500 12,487,500 12,106,200 689,087 25,295,287
Net loss from operations - - - (455,975) (455,975)
Realised gain on investments - - 4,216,088 - 4,216,088
Unrealised gain on investments - - (8,454,608) - (8,454,608)
Dividend payments - (5,000,000) - - (5,000,000)
Balance at 31 March 2005 12,500 7,487,500 7,867,680 233,112 15,600,792
The accounting policies and the notes on page 5 to 18 form an integral part of
these financial statements.
SIAM INVESTMENT FUND
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED 31 MARCH 2005 AND 2004
US$
2005 2004
Cash flows from operating activities:
(Decrease) increase in net operating assets (4,694,495) 15,758,775
Unrealized (gain) loss on investments 8,454,608 (8,076,780)
Changes in assets and liabilities:
Investments (2,911,787) 6,924,253
Accounts receivable - 2,208,491
Dividend receivable 22,138 251,266
Deposit for purchase of investment 2,599,870 (2,599,870)
Other current assets 51,315 (71,226)
Payable to an investor 337,750 -
Accrued expenses 96,578 (7,972)
Total cash provided from operating activities 3,955,977 14,386,937
Cash flows from financing activity:
Dividend payments (5,000,000) (10,000,000)
Total cash used in financing activity (5,000,000) (10,000,000)
Net increase (decrease) in cash and cash
equivalents for year (1,044,023) 4,386,937
Cash and cash equivalents at beginning of
year 5,296,648 909,711
Cash and cash equivalents at end of year 4,252,625 5,296,648
The accounting policies and the notes on page 5 to 18 form an integral part of
these financial statements.
SIAM INVESTMENT FUND
NOTES TO THE FINANCIAL STATEMENTS
AS AT 31 MARCH 2005 AND 2004
1 Business activities
Siam Investment Fund ('the Fund') is a closed-end investment fund and was
incorporated as an exempted company with limited liability in the Cayman Islands
on 22 February 1996. The Fund obtained a listing for its shares on the London
Stock Exchange on 25 April 1996. The Fund's investment objective is to achieve
long-term capital appreciation through investments primarily in unlisted
companies, joint ventures and projects. Such investments were previously in the
Southeast Asian region, however, following a change in mandate as approved by
the shareholders' meeting held on 6 March 1998, the Fund may now invest up to
100% of its capital in listed and unlisted companies in Thailand.
2 Duration
The Fund will be dissolved on 31 March 2006. However, with the approval of the
holders of at least two-thirds of the shares of the Fund, approved at or prior
to the annual general meeting in 2006, the term of the Fund may be extended for
an additional two years to 31 March 2008.
3 Significant accounting policies
a) Basis of preparation
The financial statements have been prepared in accordance with and are generally
consistent with the International Accounting Standards. These require the Fund's
Directors to make estimates and assumptions that affect the reported amounts and
disclosure in the financial statements. Actual results could differ from these
estimates.
b) Cash equivalents
The Fund considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.
c) Investments
All securities for which market quotations are readily available are valued at
the closing market prices. Securities for which market quotations are not
readily available are valued by the Directors at cost or at a valuation based on
third-party transactions in the same or in similar investments or at fair market
value taking into consideration the cost of the investments, the quoted prices
of investments of comparable publicly traded companies, market conditions, the
underlying collateral, financial data and projections of the issuer of any
relevant securities, and such other factors as the Directors may deem relevant.
Investment transactions are accounted for on the trade date. Realized gains and
losses from securities transactions are reported on an identified cost basis.
Dividend and interest income is accounted for on an accrual basis. Discounts on
securities purchased are amortized over the life of the respective securities.
d) Foreign currency transactions
Transactions denominated in foreign currencies are translated into United States
dollars at the rates of exchange prevailing on the transaction dates. All
monetary assets and liabilities expressed in foreign currencies at the balance
sheet date are translated into United States dollars at the rate of exchange
prevailing at that date.
Realized and unrealized gains and losses on translation of foreign currencies
relating to the carrying value of investments are charged directly to income
before being appropriated as the capital reserves. All other realized and
unrealized gains and losses on translation of foreign currencies are included in
the statement of operations.
e) Interest income
Interest income is recognised under the accrual basis.
f) Net asset value per share
Net asset value per share is determined by dividing the net asset value by the
weighted average number of shares in issue during the year.
4 Investments - net
US$
2005 2004
Listed investments, at market value (Note 4.1) 10,272,491 17,084,589
Unlisted investments, at Directors'
valuation (Note 4.2) 3,904,882 2,635,605
Investments - net 14,177,373 19,720,194
Cost of investments 19,853,642 16,986,505
The Fund has taken a conservative approach to establish full provisions for
possible loss of such problematic investments in unlisted equity and debt
investments (Note 4.2) as at 31 March 2005 and 2004. The Fund's directors
believe that the provision is adequately estimated to cover the possible loss as
the Fund intends to hold such investments for the long term.
The costs of investments shown above and in 4.1 and 4.2 below reflect the costs
at the date of acquisition and do not include any subsequent foreign exchange
adjustments.
An analysis of the Company's investments is as follows:
2005 2004 %
Market Market of net assets
Cost value Cost value of the Fund
Industry % US$ US$ % US$ US$ 2005 2004
holding holding
4.1 Listed investments
TISCO Finance 0.27% 1,116,929 922,757 0.28% 366,147 350,140 5.91 1.39
Finance Plc.
Kim Eng Securities
Securities Broker
(Thailand) 0.02% 162,113 91,234 0.08% 634,942 547,555 0.58 2.16
Bangkok Bank Banking - - - 0.01% 239,692 240,642 - 0.95
Plc.
Kasikorn Bank Banking - - - 0.01% 383,173 370,512 - 1.46
Plc.
Charoen Pokphand Agribusiness 0.12% 709,072 688,321 0.05% 511,615 442,832 4.41 1.75
Foods Plc.
Robinson Commerce 0.33% 376,819 462,902 - - - 2.97 -
Department Store
Plc.
Siam Makro Plc. Commerce - - - 0.50% 1,189,378 1,336,898 - 5.29
Hana Electrical
Microelectronics
Plc. Components 0.09% 378,317 397,890 - - - 2.55 -
KCE Electronics Electrical
Plc. Components 0.28% 128,514 122,682 - - - 0.79 -
Singer Thailand Electrical
Plc. Products 0.37% 166,461 138,002 - - - 0.88 -
Asian Insulators Energy 0.38% 664,855 621,758 - - - 3.99 -
Plc.
Sansiri Property - - - 0.02% 63,704 61,879 - 0.24
Plc.
Golden Land
Property
Development Plc. Property 0.16% 327,588 213,391 0.16% 327,588 267,380 1.37 1.06
2005 2004 %
Market Market of net assets
Cost value Cost value of the Fund
Industry % US$ US$ % US$ US$ 2005 2004
holding holding
4.1 Listed investments
(continued)
Natural Park Property 1.12% 2,743,910 2,165,714 1.30% 3,203,554 10,641,711 13.88 42.07
Plc.
BOA Apartment Property 0.01% 1,545 1,296 0.01% 1,545 1,406 0.01 0.01
Property Fund 1
Krisada Property 0.71% 1,260,186 337,337 0.72% 1,260,186 1,260,507 2.16 4.98
Mahanakorn Plc.
CH. Karnchang Property 0.14% 514,783 502,172 - - - 3.22 -
Plc.
Siam Syntech Property 0.33% 533,838 166,113 0.01% 533,838 479,348 1.06 1.90
Constructions
Plc.
Pranda Jewelry Jewelry 0.31% 166,775 162,280 1.37% 555,840 605,042 1.04 2.39
Plc.
Pranda Jewelry Jewelry 6.19% 583,465 467,672 3.63% 583,465 478,737 3.00 1.89
Plc. - Warrants
Millennium Steel Building
Plc. & Furnishing
Materials 0.22% 559,218 498,339 - - - 3.19 -
Tycoons Building
Worldwide Group & Furnishing
(Thailand)
Plc. Materials 0.49% 947,377 965,275 - - - 6.19 -
Thai Cane Paper Paper &
Plc. Printing
Materials 0.34% 399,772 389,012 - - - 2.49 -
Thoresen Thai Transportation 0.16% 944,403 958,344 - - - 6.14 -
Agencies Plc.
Total - Listed 12,685,940 10,272,491 9,854,667 17,084,589 65.83 67.54
investments
2005 2004 %
Directors Directors of net assets
Cost valuation Cost valuation of the Fund
Industry % US$ US$ % US$ US$ 2005 2004
holding holding
4.2 Unlisted
investments
4.2.1 Equity
investments
Northbridge International
Communities School
Ltd. 6.25% 2,462,569 - 6.25% 2,462,569 - - -
Manager Media Rehabilitation 1.37% 59,978 - 1.37% 59,978 - - -
Group Plc.
Samakkhisan Rehabilitation 3.52% 51,549 - 3.52% 51,549 - - -
(Dokya) Plc.
Krisada
Mahanakorn Plc. Property 1.41% - 30,613 - - - 0.20 -
Warrant
PAE (Thailand) Rehabilitation 6.96% 404,350 408,897 6.96% 404,350 407,439 2.62 1.61
Plc. (a)
JP - One Resources and
Assets Co., Ltd Energy 6.00%(*) 778,312 782,009 6.00% 696,732 700,280 5.01 2.77
G Steel Plc. Hot-rolled
(c) coil
Industrials 0.46% 1,520,144 2,683,363 0.46% 1,520,144 1,527,886 17.20 6.04
Total - 5,276,902 3,904,882 5,195,322 2,635,605 25.03 10.42
unlisted equity
investments
(*) Under certain agreements entered into during 2004 - 2005, the Fund has held
other 36.50% stakes in JP-One Assets in the interest of other investors (15.67%)
and Finansa Fund Management Ltd. (20.83%) as at 31 March 2005.
2005 2004
Directors' Directors' % of net assets
% Cost valuation % Cost valuation of the Fund
Industry holding US$ US$ holding US$ US$ 2005 2004
4.2.2 Debt investments
Convertible term loan to
Monterey Pizza Co., Ltd. (d) Foods - 1,890,800 - 1,936,516 - - -
Total - unlisted debt investment 1,890,800 - 1,936,516 - - -
Total - unlisted 7,167,702 3,904,882 7,131,838 2,635,605 25.03 10.42
investments
Investments - net 19,853,642 14,177,373 16,986,505 19,720,194 90.86 77.96
(a) PAE (Thailand) Public Company Limited
PAE (Thailand) Public Company Limited ('PAE') is a construction company which
was listed on the Stock Exchange of Thailand ('SET'). The company was founded in
1964 as a subsidiary of an American company carrying out engineering projects in
Thailand. PAE expanded its construction and engineering operations rapidly
during 1994-1997. To keep up with the growth, PAE entered into significant
foreign currency loan contracts. As a result of the Baht devaluation in July
1997, liabilities grew substantially from Baht 761 million to Baht 3,249 million
while the company was unable to secure any new sizable contract after the Baht
crisis. The company, therefore, was unable to service its debts. The management
had no choice but to enter the Bank of Thailand CDRAC process in an effort to
reach an arrangement with its creditors to restructure its debt. At the end of
CDRAC process, PAE decided to file for business reorganization with Central
Bankruptcy Court. The Court granted an order for rehabilitation of PAE on 22
February 2000 and appointed GTT Planners Co., Ltd as the Plan Administrator.
The Rehabilitation Plan has been approved and amended several times. The final
Rehabilitation Plan was approved by the Central Bankruptcy Court on 15 November
2002. Under this plan, the existing capital of PAE was to be decreased.
Subsequently, Freeinternet Co., Ltd. and a group of new investors were to inject
the capital funds of Baht 210 million to subscribe to 35 million newly issued
shares of PAE at the price of Baht 6 per share (Baht 10 par value). These funds
were to be used as a payment to the priority creditors. On 26 January 2004, a
group of new investors including Siam Investment Fund injected capital totaling
Baht 210 million to subscribe to 35 million shares. The Central Bankruptcy Court
has subsequently, on 28th April 2004, issued their acceptance of the completion
of the Rehabilitation Plan of PAE as the decrease and increase in capital and
the new shares issued to the investors as well as the payment to the priority
creditors, secured creditors and non-secured creditors have been completed.
In terms of operations, revenues from sales and construction works for the year
2004 were Baht 155.40 million compared to Baht 127.90 million in 2003 with a net
profit of Baht 2.9 billion in 2004 (comprising mostly a gain from debt
restructuring).
12
In 2005, PAE will continue to focus on its core construction and
telecommunication business. The management expects the company to generate net
profit from operations during the 1st half of 2005. This will enable PAE's
shares to resume trading under the SET toward the end of 2005. Siam Investment
Fund owns 2.6 million shares of PAE which represents 6.96% holding of the
company. The remaining balance is held by Freeinternet and other minority
investors.
(b) JP-One Assets Co., Ltd.
JP-One Assets Co., Ltd., ('JP-One'), was incorporated under the laws of Thailand
in November 2003 by Bangkok Aviation Fuel Services Public Company Limited ('BAFS
'), the company which supplies aviation fuel to Bangkok's existing international
airport, with the participation of, amongst others, the Fund. JP-One was
established to receive the award of a contract for the supply of aviation fuel
to the new international airport currently under construction in Bangkok
(Suvarnabhumi Airport). BAFS arranged the issue of the shares in JP-One to
cover the cost of building a pipeline extension to the new airport.
The Fund made the investment in anticipation of the new airport being completed
in September 2005, which was the projected timetable at the date of the
investment. However, it became apparent late in 2004 that construction of the
new airport was well behind schedule and that completion of the new airport and
its certification by the International Air Transport Association would not be
achieved by September 2005. The Fund understands that latest estimates are for
a delay of upwards of nine months. In light of that delay, the Fund has sold
some stakes in JP-One shares at cost to its related party, FFM, in March 2005.
See details discussed for the related party transactions in Note 8.1.
(c) G Steel Public Company Limited (Previously Siam Strip Mill Public Company
Limited)
G Steel, founded in 1995 by Dr. Samsak Leeswadtrakul, is a leading hot-rolled
coil (HRC) producer in Thailand with total capacity of 1.5 million tons per
annum. G Steel has one plant located in Rayong Province. Its plant is a compact
mill equipped with the most advanced integrated technology starting from liquid
steel making, slab casting to hot rolling. Currently, G Steel is the only HRC
producer in Thailand operating liquid steel making using an Electronic Arc
Furnace (EAF). This process enhances overall quality of G Steel's finished HRC
over local competitors. G Steel commercialized in November 1999 and now operates
at approximately 80% utilization rate.
In March 2003, G Steel raised Baht 4.3 billion in a private placement by issuing
2.7 billion shares at Baht 1 par value. The proceeds from this private placement
were used for reducing debt obligations and preparing capital structure for
de-bottlenecking and further upstream expansions. Siam Investment Fund has
subscribed for 37.5 million shares (representing 0.46%) of the enlarged capital
at the price of Baht 1.60 per share through this placement.
G Steel plans to be listed on the Stock Exchange of Thailand by 2005 in order to
raise funds for further expansion.
(d) Monterey Pizza Co., Ltd.
The convertible term loan to Monterey Pizza Co., Ltd. ('Monterey') was
denominated in US$ and carried interest at six month US LIBOR, payable every six
months. The loan was secured by the major shareholders of Monterey and was
scheduled for repayment in full prior to 20 December 1998. As part of the loan
agreement, the Fund had the right to convert a portion of the term loan into
Monterey Shares equivalent to 250,000 Monterey shares (with par value of Baht
100 per share).
Monterey has experienced financial difficulties since 1997. Interest was not
paid when due. The Fund had stopped accruing interest since December 1997. A
legal demand for payment of principal and accrued interest had been made to
Monterey as well as to 2 directors who had guaranteed the loan. The court ruled
in favor of the Fund's demand for Baht 108 million. The defendants had been
asked by the court to settle with the Fund. The loan was written down to zero in
2003. In 2004, the case was finalized by the Thai Appeals Court that the Fund
will get payment of Baht 2.5 million (approximately US$63,484) each year for 7
years, totalling Baht 17.5 million (approximately US$444,388). Repayment of the
principal amounting US$ 45,716 in 2005 (2004 : US$ 63,484 ) is charged to gain
from reversal of bad debt in the statement of operations since the provision for
possible loan loss has been provided in full since 2003.
Credit risk
The Fund had significant investments in Thailand which may involve greater risk
than investments in more developed markets. The prices of such investments may
be volatile. The yields of emerging market debt obligations reflect, amongst
other matters, perceived credit risk. The consequences of political, social or
economic changes in Thailand may have disruptive effects on the market prices of
the Fund's investments and the income they generate.
Currency risk
All of the Fund's equity investments where the investee company is incorporated
in Thailand are subject to currency risk as the investee shares are denominated
in Thai Baht.
Fair value
Listed and unlisted investments are stated at market values and Directors'
valuations respectively. At 31 March 2005, in the opinion of the Directors, the
carrying values of the listed and unlisted investments approximate their fair
values.
Additional information related to all investments of the Fund which account for
more than 5% of net assets as at 31 March 2005 is as follows:
EPS per Market value/
Cost of latest audited Directors'
investment accounts valuation
Investment Industry % holding US$ US$ US$
Listed investments
TISCO Finance 0.27% 1,116,929 0.1068 922,757
N-Park Property 1.12% 2,743,910 (0.0018) 2,165,714
TYCN Materials 0.49% 947,377 0.0368 965,275
TTA Transportation 0.16% 944,403 0.1768 958,344
Unlisted investments
JP One Resources
and Energy 6.00% 778,312 (1.8692) 782,009
G Steel Materials 0.46% 1,520,144 0.0348 2,683,363
The Fund received dividends from the above investments totaling US$ 218,599
during the year (2004: US$ 233,954).
5 Share capita
US$
2005 2004
Authorised:
10,000,000 ordinary shares of US$ 0.005 each 50,000 50,000
Issued and fully paid
2,500,000 ordinary shares of US$ 0.005 each 12,500 12,500
6 Share premium
US$
2005 2004
Arising on the issue of 2,500,000 ordinary shares at
a premium of US$ 10.295 per share, fully paid 25,737,500 25,737,500
Less: Placement fee (750,000) (750,000)
Dividend declarations (17,500,000) (12,500,000)
7,487,500 12,487,500
7 Dividend
During the year, resolutions were passed by the Board of Directors' Meetings
held in the first and fourth quarters approving a dividend payment of US$1 per
share, US$ 2.5 million each quarter, totaling US$ 5 million (2004: US$ 2.5
million for such quarters, totaling US$ 10 million).
8 Related party transactions
8.1 Sales of unlisted equity investment
In light of the delay of the construction of the new airport
which was scheduled for completion by September 2005, which delay would cause a
project cost overrun by JP-One, as fully described in Note 4(b) to the financial
statements, and a desire on the part of the directors of the Fund to return cash
to shareholders, the Fund entered into a sales transaction of its stake in
JP-One to Finansa Fund Management Ltd. ('FFM'), its related party, on 29 March
2005. The Fund sold its 12.33% stake in JP-One shares (totaling 740,000 ordinary
shares, par value US$ 2.50 each, 85% (US$ 2.125 each) paid - up which equivalent
to US$ 1.57 million) to FFM at the cost value of those shares. The Fund's view
was that FFM was a ready and willing purchaser and it was unlikely that there
would be any other buyer of the JP-One shares, an unlisted company, which could
be found prior to the maturity of the Fund.
It came to the attention of the Board of Directors of the Fund
at a meeting on 22 April 2005 that the sale transaction may have failed fully to
comply with the requirements of Chapter 11 of the London Stock Exchange Listing
Rules concerning related party transactions. The Board of the Fund has
investigated and notified the UK Listing Authority (the Financial Services
Authority) of this issue and is awaiting a response in that regard. The Board
of the Fund, however, has taken such steps, which it believes are appropriate
steps to ensure that a lapse in compliance with Chapter 11 does not occur in the
future.
8.2 Advisory and performance fees
Finansa Fund Management Ltd. ('FFM'), a related company incorporated in the
Cayman Islands, serves as the investment adviser to the Fund and receives the
following: (i) a monthly advisory fee in an amount equal to 2% per annum of the
contributed capital (defined as the aggregate paid-up share capital of the Fund,
inclusive of share premium) of the Fund; and (ii) a performance fee of 20% of
the amounts by which distributions to shareholders exceed a cumulative compound
rate of return on the Fund's contributed capital of 12% per annum.
Advisory fees totaling US$ 500,000 (2004: US$ 500,008) were charged for the
year.
8.3 Directors' fees and reimbursements
The Fund's Articles of Association provide that the Fund may pay up to an
aggregate of US$ 100,000 per year to its directors. For the year ended 31 March
2005, an amount of US$ 60,000 (2004: US$ 65,000) was approved for payment to the
directors. In addition, the Fund reimburses its directors for travelling and
out-of-pocket expenses incurred in connection with the Board of Directors
meetings and meetings of committees of the Board of Directors.
8.4 Directors' interest in contracts of significance
Mr. James Marshall is a shareholder of Finansa Public Company Limited, a
shareholder in Finansa Fund Management Ltd., ('FFM'), the investment advisor to
the Fund. Mr. Marshall is also a director of FFM.
9 Custodial and administrative fees
Under a custodial agreement with Citibank, N.A. (Hong Kong Branch) ('Citibank'),
Citibank acts as custodian for the Fund, and is entitled to receive a fee from
the Fund, computed and paid monthly in arrears, comprising the following: (i) a
fee calculated at a 3.5 - 7.0 basis points per annum of the value of the portion
held by the custodian; and (ii) a transaction fee of US$ 35 - US$ 90 per
transaction.
Under an administrative agreement dated 1 July 2004 with Maples Finance Limited
('Maples'), successor to Bank of Bulterfield International (Cayman) Ltd. for a
minimum annual fee of US$ 7,500, Maples acts as administrator of the Fund, and
is entitled to receive a fee from the Fund calculated and payable annually in
advance in the amount of US$ 7,500 per year.
Custodial and administrative fees totaling US$ 3,650 and US$ 8,750, respectively
(2004: US$ 14,196 and US$ 9,375, respectively) were charged for the year.
10 Directors
The non-executive directors for the year ended 31 March 2005 were as follows:
James Marshall
M.L. Plaichumpol Kitiyakara
Van Huong Nguyen
David Roberts
Enghug Nontikarn
Mungkorn Kriengwatana
11 Interest in shares
Shareholders holding an interest of 3% or more in the Fund as of 31 March 2005
were:
Shareholder Number of shares Percentage
Citivic Nominees Limited 2,500,000 100%
(Formerly MGTB Nominees Limited)
12 Taxation
The Fund is exempt from Cayman Islands income tax and, accordingly, its only
liability is the payment of an annual registration fee to the government of the
Cayman Islands, amounting to US$ 500 per annum.
It is possible that the Fund could be assessed for income tax in other
jurisdictions. No assessments have been raised and the Directors consider the
likelihood of a significant tax liability arising to be remote.
This information is provided by RNS
The company news service from the London Stock Exchange