Financial Statement
Siam Investment Fund
29 December 2003
SIAM INVESTMENT FUND
STATEMENTS OF OPERATIONS
FOR THE 6-MONTH PERIOD ENDED 30 SEPTEMBER 2003 AND 2002
US$
Notes 2003 2002
Income
Interest income 9,636 12,981
Dividend income 88,145 399,369
Gain on foreign exchange 667,034 -
Net unrealized gain on
valuation of investments 7,129,074 -
Net unrealized gain on
foreign exchange relating
to carrying value of
investments 1,300,639 535,737
Net realized gain on
sale of investments 6,414,651 3,194,384
Other income - -
Total income 15,609,179 4,142,471
Expenses
Advisory fees 8.1 250,000 249,996
Administrative expenses 9 116,996 99,747
Net unrealized loss on
valuation of investments - 7,263,106
Net realized loss on foreign
exchange relating to
carrying value of investments - 262,893
Total expenses 366,996 7,875,742
Net income (loss) for
the periods 15,242,183(3,733,271)
Earning (loss) per share 6.10 (1.49)
The accounting policies and the notes on pages 5 to 17 form an integral part of
these financial statements.
SIAM INVESTMENT FUND
BALANCE SHEETS
AS AT 30 SEPTEMBER 2003 AND 2002
US$
Notes 2003 2002
Investments 4 17,266,029 19,852,711
Current assets
Cash and cash equivalents 15,031,903 1,550,305
Receivable from sales
of investments 1,009 -
Other current assets 11,301 7,587
Total current assets 15,044,213 1,557,892
Current liabilities
Dividend payable 13 (2,500,000) -
Accrued expenses (31,547) (34,596)
Total current liabilities (2,531,547) (34,596)
Net current assets 12,512,666 1,523,296
Net assets 29,778,695 21,376,007
Net assets financed by:
Share capital 5 12,500 12,500
Share premium 6 17,487,500 24,987,500
Capital reserve 11,858,224 (4,276,778)
Revenue reserve 420,471 652,785
Total shareholders' funds 29,778,695 21,376,007
Net asset value per share 7 11.91 8.55
For and on behalf of Siam Investment Fund:
............................................................ Director
The accounting policies and the notes on pages 5 to 17 form an integral part of these financial statements.
SIAM INVESTMENT FUND
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE 6-MONTH PERIOD ENDED 30 SEPTEMBER 2003 AND 2002
Share Share Capital Revenue
capital premium reserve reserve Total
Balance at 1 April 2002 12,500 24,987,500 (480,900) 590,178 25,109,278
Net loss for the period - - - (3,733,271) (3,733,271)
Appropriated for:
Net unrealized loss on valuation
of investments - - (7,263,106) 7,263,106 -
Net realized loss on foreign exchange - - (262,893) 262,893 -
Net unrealized gain on foreign
exchange relating to carrying
value of investments - - 535,737 (535,737) -
Net realized gain on sale of
Investments - - 3,194,384 (3,194,384) -
Dividend for the period - - - - -
Balance at 30 September 2002 12,500 24,987,500 (4,276,778) 652,785 21,376,007
Balance at 1 April 2003 12,500 22,487,500 (3,653,174) 689,686 19,536,512
Net gain for the period - - - 15,242,183 15,242,183
Appropriated for:
Net unrealized gain on valuation
of investments - - 7,129,074 (7,129,074) -
Net realized gain on foreign exchange - - 667,034 (667,034) -
Net unrealized gain on foreign
exchange relating to carrying
value of investments - - 1,300,639 (1,300,639) -
Net realized gain on sale of
investments - - 6,414,651 (6,414,651) -
Dividend for the period - (5,000,000) - - (5,000,000)
Balance at 30 September 2003 12,500 17,487,500 11,858,224 420,471 29,778,695
The accounting policies and the notes on pages 5 to 17 form an integral part of
these financial statements.
SIAM INVESTMENT FUND
STATEMENTS OF CASH FLOWS
FOR THE 6-MONTH ENDED 30 SEPTEMBER 2003 AND 2002
US$
2003 2002
Cash flows from operating activities:
Net income (loss) for the period 15,242,183 (3,733,271)
Unrealized (gain) loss on valuation of
investments (7,129,074) 7,263,106
Unrealized gain on foreign exchange relating to
carrying value of investments (1,300,639) (535,737)
Cash provided from operating activities before
changes in operating assets and liabilities 6,812,470 2,994,098
Changes in operating assets and liabilities:
Accounts receivable 2,207,482 545,788
Dividend receivable 354,501 -
Other current assets 4,031 5,413
Investment 9,731,352 1,458,299
Dividend payable - (3,750,000)
Accrued expenses 12,356 25,466
Total cash provided from
operating activities 19,122,192 1,279,064
Cash flow from financing activity:
Dividend (5,000,000) -
Total cash used in operating activities (5,000,000) -
Increase in cash and cash equivalents
for period 14,122,192 1,279,064
Cash and cash equivalents at beginning
of the period 909,711 271,241
Cash and cash equivalents at end of the period 15,031,903 1,550,305
The accounting policies and the notes on pages 5 to 17 form an integral part of
these financial statements.
SIAM INVESTMENT FUND
NOTES TO THE FINANCIAL STATEMENTS
AS AT 30 SEPTEMBER 2003 AND 2002
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. Previously, such investments were in the Southeast Asian region; however,
following a change in mandate, approved at a 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 may be dissolved on 31 March 2006. However, with the approval from 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 effect the reported amounts and disclosure in the financial statements. Actual
results could differ from these estimates. The financial statements are prepared under the
historical cost convention as modified by the revaluation of certain marketable securities and
investment properties.
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
price. Securities for which market quotations are not readily available are valued by the Directors
at cost to the Fund 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 amortised over the life
of the respective securities.
Realized and unrealized gains and losses on investments, including those relating to foreign
exchange translation of the original cost of investment into US Dollars at the balance sheet date,
are appropriated as capital reserve.
d) Foreign currency transactions
Transactions denominated in foreign currencies are translated into United States dollars at the
rates of exchange ruling on the transaction dates. All assets and liabilities expressed in foreign
currencies at the balance sheet date are translated into United States dollars at the rate of
exchange ruling 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 statements before being appropriated
as the capital reserves. All other realized and unrealized gains and losses on translation of foreign
currencies are included in the income and expenditure account.
e) Interest income
Interest income is recognised under the accrual basis. For the period ended 30 September 2003,
interest income arising from cash and cash equivalents was US$ 9,636 (2002: US$ 12,981) and
no interest income arising from investments.
4 Investments
US$
2003 2002
Listed securities, at market value 17,266,029 17,907,624
Unlisted securities, at Directors valuation - 1,945,087
Investments - net 17,266,029 19,852,711
Cost of investments 14,107,604 25,578,993
The Fund has taken conservative approach to set up provision for non- recovery of its investments in
equity investment and debt investments up to 100% and 100%, respectively, in the period ended
September 30, 2003. The provisions for such investments were 42% and 75%, respectively, in the
period ended September 30, 2002. The Fund directors believe that the provision for equity investment is
adequate to cover the possible loss as the Fund intends to hold such investment for long-term purpose.
The cost of investments shown above and in 4.1 and 4.2 below reflect the cost at the date of acquisition
and do not include any subsequent foreign exchange adjustments.
An analysis of the Company's investments is as follows:
2003 2002
Market Market % of net assets
Industry % holding Cost value % holding Cost value of the Fund
US$ US$ US$ US$ 2003 2002
4.1 Listed investments
Nation Multimedia
Group Public
Co , Ltd. Publishing - - - 5.59% 2,743,165 2,466,956 - 11.54
SE - Education
Public Co., Ltd. Publishing - - - 6.14% 799,105 1,677,663 - 7.85
TISCO Finance
Public Co., Ltd. Finance - - - 0.27% 484,363 359,425 - 1.68
Thai Military Bank
Public Co., Ltd. Banking - - - 0.20% 1,267,692 419,306 - 1.96
Bangkok Bank
Public Co., Ltd. Banking - - - 0.08% 1,559,377 1,222,919 - 5.72
Telecom Asia Corp
Public Co., Ltd. Communication - - - 0.07% 815,493 204,550 - 0.96
Advanced Info Services
Public Co., Ltd. Communication - - - 0.03% 1,058,184 739,884 - 3.46
Shinawatra Satellite
Public Co., Ltd. Communication - - - 0.22% 543,381 394,728 - 1.85
Delta Electronics
(Thailand)
Electrical Public
Co., Ltd. Components - - - 0.08% 604,346 566,601 - 2.65
2003 2002
Market Market % of net assets
Industry % holding Cost value % holding Cost value of the Fund
US$ US$ US$ US$ 2003 2002
4.1 Listed investments (continued)
Hana
Microelectronics Electrical
Public Co., Ltd. Components 0.19% 708,531 700,425 0.19% 553,273 441,399 2.35 2.06
KCE Electronics Electrical
Public Co., Ltd. Components 1.56% 703,572 896,091 1.50% 625,587 527,168 3.01 2.47
PTT Public
Co., Ltd. Energy - - - 0.04% 890,362 947,977 - 4.43
Siam Makro
Public Co., Ltd. Commerce 0.49% 1,058,836 1,004,416 0.28% 658,451 733,309 3.37 3.43
BEC World
Public Co., Ltd. Entertainment - - - 0.06% 717,848 588,208 - 2.75
Sansiri
Public Co., Ltd. Property - - - 5.18% 1,607,415 1,515,376 - 7.09
Golden Land
Property
Development
Public Co., Ltd. Property 0.16% 331,928 339,151 0.17% 332,260 200,000 1.14 0.94
Thai Airways
International
Public Co., Ltd. Transportation - - - 0.02% 225,729 138,714 - 0.65
Regional Container
Lines Public
Co., Ltd. Transportation - - - 0.40% 271,102 283,935 - 1.33
Pranda Jewelry
Public Co., Ltd. Jewelry 2.73% 849,009 1,093,694 1.91% 477,330 407,278 3.67 1.91
2003 2002
Market Market % of net assets
Industry % holding Cost value % holding Cost value of the Fund
US$ US$ US$ US$ 2003 2002
4.1 Listed investments (continued)
Thai Reinsurance
Public Co., Ltd. Insurance - - - 0.47% 362,648 369,884 - 1.73
SE-Education-Warrants
Public Co., Ltd. Publishing - - - - 385,210 1,449,809 - 6.79
Thai Union Frozen
Products Food
Public Co., Ltd. & Beverages - - - 0.17% 336,680 582,052 - 2.72
Surapon Foods Food
Public Co., Ltd. & Beverages - - - 0.81% 150,013 104,805 - 0.49
Natural Park
Public Co., Ltd Property 1.74% 2,500,598 12,581,128 - - - 42.25 -
Charoen Pokphand Foods
Public Co., Ltd Agribusiness 0.05% 357,038 368,448 - - - 1.24 -
Siam Syntech Construction
Public Co., Ltd Property 0.28% 266,312 232,152 - - - 0.78 -
Charn Issara Development
Public Co., Ltd Property 0.09% 46,250 50,524 - - - 0.17 -
Miscellaneous investment nil - - - - 73,827 288,094 - 1.46
2003 2002
Market Market % of net assets
Industry % holding Cost value % holding Cost value of the Fund
US$ US$ US$ US$ 2003 2002
4.1 Listed investments (continued)
Asia Pacific Resources Potash
Ltd. (d) Fertilizer 5.19% 2,822,961 - 43.38% 3,573,583 1,277,584 - 5.98
Total-listed investments 9,645,035 17,266,029 21,116,424 17,907,624 57.98 83.79
4.2 Unlisted investments
4.2.1 Equity investments
2003 2002
Directors' Directors' % of net assets
Industry % holding Cost valuation % holding Cost valuation of the Fund
US$ US$ US$ US$ 2003 2002
Northbridge International
Communities Ltd. (a) School 6.25% 2,462,569 - 6.25% 2,462,569 1,445,087 - 6.76
Total-unlisted
equity investment 2,462,569 - 2,462,569 1,445,087 - 6.76
4.2.2 Debt investments
2003 2002
Directors' Directors' % of net assets
Industry % holding Cost valuation % holding Cost valuation of the Fund
US$ US$ US$ US$ 2003 2002
Convertible term loan to
Monterey Pizza Co.,
Ltd. (b) Foods - 2,000,000 - - 2,000,000 500,000 - 2.33
Convertible term debenture
to Asia Pacific Resources Potash
Ltd. (c) Fertilizer - - - - - - - -
Total-unlisted debt
investments 2,000,000 - 2,000,000 500,000 - 2.33
Total-unlisted investments 4,462,569 - 4,462,569 1,945,087 - 9.09
Investments - net 14,107,604 17,266,029 25,578,993 19,852,711 57.98 92.88
(a) Northbridge Communities Ltd.
Northbridge Communities Ltd. ('NCL') operates international schools and related property
developments.
Thailand-The International School Eastern Seaboard (ISE) enrolls approximately 265 students in
grades pre-school through 12. The school is running a cash surplus that is being applied to
repay loans. The 13 single-family homes owned by NCL are fully leased to families from the
corporate community including General Motors Thailand and Bayer Thailand.
Cambodia-The Northbridge International School Cambodia (NISC) continues to grow in student
enrollment. The school now has more than 250 students in grades pre-school to 12. The school
is running a cash surplus that is being applied to repay the loan from the parent, NCL. The first
phase of the apartment development (16 units in 2 buildings) is fully leased. The first phase of
the single-family homes (14 houses) are leased or sold. Two banks in Cambodia have offered
financing for the second set of apartments. NCL is negotiating the final rate before signing the
loan. The second phase of the single-family homes will be built according to demand. There is
also consideration for a second school building in the next two years.
Vietnam-The North Thang Long Joint Venture Company has received permission to re-start the
project. Northbridge Hanoi has opened its office and is currently revising the Master Plan. This
company, in which NCL holds a 60% shareholding, has been given an investment license to
develop 86 Hectares just north of the Thang Long Bridge to the International Airport.
(b) Monterey Pizza Co., Ltd.
The convertible term loan to Monterey Pizza Co., Ltd. ('Monterey') is denominated in US$ and
carries interest at six month US$ LIBOR, payable every six months. The loan is secured by
the major shareholders of Monterey and was repayable in full prior to 20 December 1998. As
part of the loan agreement, the Fund has 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)
which have been placed in escrow.
Monterey has experienced financial difficulties since 1997. Interest has not
been paid when due.
The Fund has stopped accruing interest since December 1997. A legal demand for
payment of principal and accrued interest has been made to Monterey as well as to 2 directors
who have guaranteed the loan. The court ruled in favor of the Fund's demand for Baht 108
million. The defendants have been asked by the court to settle with the Fund. The loan has
already been written down to zero.
(c) Asia Pacific Resources Ltd.
The original investment in Asia Pacific Resources Ltd. ('APQ') was through a convertible
debenture denominated in US$ and secured by Pacific Corporate Trust Company, as Trustee.
The debenture was originally due to mature on 13 August 2000 but this was subsequently
extended by one year. The debenture carried interest at 10%. As part of the debenture
agreement, the Fund had the right to convert the term debenture into APQ shares at US$ 2.32
per share.
In December 2001, the maturity of the debenture was further extended to 28 February 2002. In
February 2002, the Company announced a significant refinancing exercise which included both
a rights issue and the conversion of the convertible debentures at a revised conversion price of
C$ 0.20 per share. Under the financing terms, Crew Development Corporation, the principal
shareholder in APQ and Olympus Capital Holdings Asia I, L.P., the principal holder of the
convertible debenture, undertook to provide interim financing and a minimum funding injection of
up to a combined C$ 10 million in the event that the subscriptions amounted to less than C$ 20
million.
In the event, the Fund received a total of 25,590,466 shares in APQ as a result of the
conversion. These shares were delivered on 17 April 2002.
APQ shares are listed on the Toronto Stock Exchange. The market value of APQ common
share as at 30 September 2003 was US$ 0.0480 (2002: US$ 0.0504) per share.
Credit risk
The Fund has 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. The Fund's debt
investments are denominated in US$ and is thus not exposed to currency risk.
Fair values
Listed and unlisted investments are stated at market values and Directors' valuations
respectively. At 30 September 2003, 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 Group which account for more than 5% of
net assets as at 30 September 2003 is as follows:
EPS per Market value/
Cost of latest audited Directors'
% of issued investment accounts valuation
Investment Industry share capital US$ US$ US$
Equity investments
N-Park Property 1.74% 2,500,598 0.00374 12,581,128
Shares in N-Park were acquired through a private placement and are subject to a lock-up period
which expires in January 2004.
The Group received dividends from the above investments during the period totaling US$88,145
(2002: US$ 399,369).
5 Share capital
US$
2003 2002
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$
2003 2002
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 payment (7,500,000) -
17, 487,500 24,987,500
7 Net asset value per share
The calculation of the net asset value per share is based on the net assets of US$29,778,695
(2002:US$21,376,007) divided by the number of shares, being 2,500,000.
8 Related party transactions
8.1 Advisory fees
Finansa Fund Management Ltd, a related company incorporated in the Cayman Islands, serves as the
investment adviser to the Fund and receives the following.: (i) a monthly advisory fee in an amount equal
to 2% per annum of the contributed capital (defined as the aggregate paid-up share capital of the Fund,
inclusive of share premium) of the Fund; and (ii) a performance fee of 20% of the amounts by which
distributions to shareholders exceed a cumulative compound rate of return on the Fund's contributed
capital of 12% per annum.
Advisory fees totaling US$ 250,000 (2002: US$ 249,996) were charged for the period.
8.2 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 period ended 30 September 2003, an amount of
US$30,000 (2002: US$ 30,000) was approved for payment to the Directors. In addition, the Fund
reimburses Directors for travel and out-of-pocket expenses incurred in connection with Board of
Directors meetings and meetings of committees of the Board of Directors.
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 with Bank of Butterfield International (Cayman) Ltd.
('Butterfield')., Butterfield acts as administrator of the Fund, and is entitled to receive a fee from the
Fund calculated and payable quarterly in arrears at a rate of US$ 100 per hour on a time spent
basis, subject to a minimum of US$ 7,500 per year.
Custodial and administrative fees totaling US$ 9,993 and US$ 5,625 respectively (2002: US$ 4,933
and US$ 3,750) were charged for the period.
10 Directors
The non-executive directors during the period ended 30 September 2003 were as follows:
Eugene S. Davis (Resigned on 1 October 2003)
M.L. Plaichumpol Kitiyakara
Van Huong Nguyen
David Roberts
Enghug Nontikarn
Mungkorn Kriengwatana
Martin Michael Adams (Resigned on 30 June 2003)
11 Interest in shares
Shareholders who held an interest of 3% or more in the Fund as of 30
September 2003 were as follows:
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.
13 Dividend
A resolution was passed by the Board of Directors Meeting held on 31 March, 30 June and 30
September 2003, respectively approving the dividend of US$1 per share. The Fund received approval
from shareholders to pay this dividend in April, July and October 2003, respectively.
This information is provided by RNS
The company news service from the London Stock Exchange