Financial Statement
Siam Investment Fund
26 July 2004
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 balance sheets of Siam Investment Fund as at 31
March 2004 and 2003 and the related statements of operations, statements of
changes in net assets and statements of 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 of Auditing.
Those standards require that we plan and perform the audits 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 2004 and 2003, the results of its operations, changes in net assets and
its cash flows for the years then ended in conformity with International
Accounting Standards.
As discussed in Note 4 to the financial statements, the Fund has taken
conservative approach to set up provision for possible loss of its investments
in unlisted equity investments and debt investments up to 62% and 100%,
respectively, for the year ended 31 March 2004. The provisions for such
investments were 82% and 100%, respectively, for the year ended 31 March 2003.
The Fund's directors believe that the provision for unlisted equity investments
is adequate to cover the possible loss as the Fund intends to hold such
investments for the long term.
Bangkok, Thailand
21 May 2004
SIAM INVESTMENT FUND
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED 31 MARCH 2004 AND 2003
US$
Notes 2004 2003
Income
Interest income 15,045 15,934
Dividend income 233,954 780,773
Gain on foreign exchange 421,083 35,740
Net unrealized gain on valuation of investments 6,908,281 -
Net unrealized gain on foreign exchange relating
to carrying value of investments 1,168,499 1,577,878
Net realized gain on sales of investments 6,746,531 3,541,391
Net realized gain on foreign exchange relating to
carrying value of investments 936,063 -
Gain from reversal of bad debt 4 63,484 -
Total income 16,492,940 5,951,716
Expenses
Advisory fees 8.1 500,008 500,000
Administrative expenses 9 234,157 232,939
Net unrealized loss on valuation of investments - 7,905,381
Net realized loss on foreign exchange relating to
carrying value of investments - 386,162
Total expenses 734,165 9,024,482
Net income (loss) for the year 15,758,775 (3,072,766)
Earnings (loss) per share 6.30 (1.23)
The accounting policies and the notes on page 5 to 20 form an integral part of
these financial statements.
SIAM INVESTMENT FUND
BALANCE SHEETS
AS AT 31 MARCH 2004 AND 2003
US$
Notes 2004 2003
Investments - net 4 19,720,194 18,567,667
Current assets
Cash and cash equivalents 5,296,648 909,711
Accounts receivable - 2,208,491
Dividend receivable 103,235 354,501
Deposit for purchase of investment 2,599,870 -
Other current assets 86,559 15,333
Total current assets 8,086,312 3,488,036
Current liabilities
Dividend payable 13 (2,500,000) (2,500,000)
Accrued expenses (11,219) (19,191)
Total current liabilities (2,511,219) (2,519,191)
Net current assets 5,575,093 968,845
Net assets 25,295,287 19,536,512
Net assets financed by:
Share capital 5 12,500 12,500
Share premium 6 12,487,500 22,487,500
Capital reserve 12,106,200 (3,653,174)
Revenue reserve 689,087 689,686
Total shareholders' funds 25,295,287 19,536,512
Net asset value per share 7 10.12 7.81
For and on behalf of Siam Investment Fund:
..............................................Director
..............................................Director
The accounting policies and the notes on page 5 to 20 form an integral part of
these financial statements.
SIAM INVESTMENT FUND
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED 31 MARCH 2004 AND 2003
Share Share premium Capital Revenue Total
capital reserve reserve
Balance at 1 April 2002 12,500 24,987,500 (480,900) 590,178 25,109,278
Net loss for the year - - - (3,072,766) (3,072,766)
Appropriated for:
Net unrealized loss on valuation
of investments - - (7,905,381) 7,905,381 -
Net realized loss on foreign exchange - - (386,162) 386,162 -
Net unrealized gain on foreign
exchange relating to carrying
value of investments - - 1,577,878 (1,577,878) -
Net realized gain on sale of - - 3,541,391 (3,541,391) -
investments
Dividend for the year - (2,500,000) - - (2,500,000)
Balance at 31 March 2003 12,500 22,487,500 (3,653,174) 689,686 19,536,512
Balance at 1 April 2003 12,500 22,487,500 (3,653,174) 689,686 19,536,512
Net income for the year - - - 15,758,775 15,758,775
Appropriated for:
Net unrealized gain on valuation
Of investments - - 6,908,281 (6,908,281) -
Net realized gain on foreign exchange - - 936,063 (936,063) -
Net unrealized gain on foreign
exchange relating to carrying
value of investments - - 1,168,499 (1,168,499) -
Net realized gain on sale of investments - - 6,746,531 (6,746,531) -
Dividend for the year - (10,000,000) - - (10,000,000)
Balance at 31 March 2004 12,500 12,487,500 12,106,200 689,087 25,295,287
The accounting policies and the notes on page 5 to 20 form an integral part of
these financial statements.
SIAM INVESTMENT FUND
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED 31 MARCH 2004 AND 2003
US$
2004 2003
Cash flows from operating activities:
Net income (loss) for the year 15,758,775 (3,072,766)
Unrealized (gain) loss on valuation
of investments (6,908,281) 7,905,381
Unrealized gain on foreign exchange relating to
carrying value of investments (1,168,499) (1,577,878)
Cash provided from operating activities before
changes in operation assets
and liabilities 7,681,995 3,254,737
Changes in assets and liabilities:
Accounts receivable 2,208,491 (1,693,304)
Dividend receivable 251,266 (323,900)
Deposit for purchase of investment (2,599,870) -
Other current assets (71,226) (2,333)
Investments 6,924,253 (706,101)
Dividend payable - (1,250,000)
Accrued expenses (7,972) 10,061
Total cash provided from (used in)
operating activities 14,386,937 (710,840)
Cash flows from financing activity:
Dividend payment (10,000,000) (2,500,000)
Total cash used in financing activity
(10,000,000) (2,500,000)
Net increase (decrease) in cash
and cash equivalents for year 4,386,937 (3,210,840)
Cash and cash equivalents at beginning of the year
909,711 4,120,551
Cash and cash equivalents at end of the year
5,296,648 909,711
The accounting policies and the notes on page 5 to 20 form an integral part of
these financial statements.
SIAM INVESTMENT FUND
NOTES TO THE FINANCIAL STATEMENTS
AS AT 31 MARCH 2004 AND 2003
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
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 may be dissolved on 31 March 2006. However, with the approval
from the holders of at least two-third 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. 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 prices. Securities for which market quotations are not
readily available are valued by the Directors at costs 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 year ended 31
March 2004 and 2003, interest income arising from cash and cash equivalents were
US$ 15,045 and US$ 15,934, respectively, and no interest income arising from
investments.
4 Investments - net
US$
2004 2003
Listed securities, at market value 17,084,589 18,109,431
Unlisted securities, at valuation
given by Directors 2,635,605 458,236
Investments - net 19,720,194 18,567,667
Cost of investments 16,874,978 23,863,782
The Fund has taken conservative approach to set up provision for possible loss
of its investments in unlisted equity investments and debt investments up to 62%
and 100%, respectively, for the year ended 31 March 2004. The provisions for
such investments were 82% and 100%, respectively, for the year ended 31 March
2003. The Fund's directors believe that the provision for unlisted equity
investment is adequate 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:
2004 2003
Market Market % of net assets
Cost value Cost value of the Fund
Industry % holding US$ US$ % holding US$ US$ 2004 2003
4.1 Listed investments
Nation Multimedia
Group Plc. Publishing - - - 5.58% 2,743,165 2,613,874 - 13.38
Nation Multimedia
Group Plc.-Warrants Publishing - - - 5.64% - 156,625 - 0.80
SE - Education Plc. Publishing - - - 5.83% 1,168,704 1,664,753 - 8.52
SE-Education Plc.
-Warrants Publishing - - - 21.72% 373,066 1,630,745 - 8.35
TISCO Finance Plc. Finance 0.28% 366,147 350,140 0.28% 793,346 621,883 1.39 3.18
National Finance Plc. Finance - - - 0.06% 228,676 216,519 - 1.11
Kim Eng Securities
(Thailand) Plc. Finance 0.08% 634,942 547,555 - - - 2.16 -
Thai Military Bank Plc. Banking - - - 0.05% 314,564 85,861 - 0.44
Bangkok Bank Plc. Banking 0.01% 239,692 240,642 - - - 0.95 -
Kasikorn Bank Plc. Banking 0.01% 383,173 370,512 - - - 1.46 -
Telecom Asia
Corporation Plc. Communication - - - 0.07% 815,493 166,701 - 0.85
2004 2003
Market Market % of net assets
Cost value Cost value of the Fund
Industry % holding US$ US$ % holding US$ US$ 2004 2003
4.1 Listed investments (continued)
Hana Microelectronics Plc. Electrical
Components - - - 0.19% 553,273 520,793 - 2.67
KCE Electronics Plc. Electrical
Components - - - 1.50% 625,587 606,440 - 3.10
Thai Airways
International Plc. Transportation - - - 0.04% 424,637 338,018 - 1.73
Advance Info
Services Plc. Communication - - - 0.03% 1,058,184 991,601 - 5.08
Shinawatra
Setellite Plc. Communication - - - 0.44% 789,799 519,673 - 2.66
Jasmine
International Plc. Communication - - - 1.47% 714,817 751,283 - 3.85
Siam Makro Plc. Commerce 0.50% 1,189,378 1,336,898 0.49% 1,058,835 986,766 5.29 5.05
Sansiri Plc. Property 0.02% 63,704 61,879 0.67% 642,966 920,205 0.24 4.71
Golden Land Property
Development Plc. Property 0.16% 327,588 267,380 0.16% 332,260 183,155 1.06 0.94
Natural Park Plc. Property 1.30% 3,203,554 10,641,711 - - - 42.07 -
BOA Apartment
Property Fund1 Property 0.01% 1,545 1,406 - - - 0.01 -
2004 2003
Market Market % of net assets
Cost value Cost value of the Fund
Industry % holding US$ US$ % holding US$ US$ 2004 2003
4.1 Listed investments (continued)
Krisda Mahanakorn Plc.Property 0.72% 1,260,186 1,260,507 - - - 4.98 -
Pranda Jewelry Plc. Jewelry 1.37% 555,840 605,042 1.81% 477,330 451,189 2.39 2.31
Pranda Jewelry Plc.
-Warrants Jewelry 3.63% 583,465 478,737 1.05% - 99,382 1.89 0.51
Thai Reinsurance Plc. Insurance - - - 0.47% 362,648 414,722 - 2.12
Surapon Foods Plc. Food
& Beverages - - - 0.61% 11,265 10,055 - 0.05
Thai Union Frozen Food
Products Plc. & Beverages - - - 0.17% 336,680 647,761 - 3.32
PTT Exploration &
Production Plc. Energy - - - 0.03% 581,290 519,491 - 2.66
Fancy Wood Household
Industries Plc. & Furniture - - - 1.68% 827,904 847,877 - 4.34
Aromatics
(Thailand) Plc. Chemical - - - 0.03% 95,086 90,294 - 0.46
Cal-Comp Electronic Electrical
Public Co., Ltd. Components - - - 0.03% 72,399 66,146 - 0.34
Charoen Pokphand
Foods Plc. Agribusiness 0.05% 511,615 442,832 - - - 1.75 -
2004 2003
Market Market % of net assets
Cost value Cost value of the Fund
Industry % holding US$ US$ % holding US$ US$ 2004 2003
4.1 Listed investments (continued)
Thai Gypsum Building
Products Plc. & Furnishing
Materials - - - 0.10% 77,804 76,995 - 0.39
Vanachai Group Plc. Building
& Furnishing
Materials - - - 0.11% 174,396 164,015 - 0.84
Siam City Cements Plc. Building
& Furnishing
Materials - - - 0.05% 512,329 574,755 - 2.94
Siam Syntech
Constructions Plc. Rehabilitation 0.01% 533,838 479,348 - - - 1.90 -
Asia Pacific Potash
Resources Plc. Fertilizer - - - 5.19% 3,234,710 1,171,854 - 6.00
Total - listed investments 9,854,667 7,084,589 19,401,213 18,109,431 67.54 92.70
4.2 Unlisted investments
4.2.1 Equity investments
2004 2003
Directors' Directors' % of net assets
Cost valuation Cost valuation of the Fund
Industry % holding US$ US$ % holding US$ US$ 2004 2003
Northbridge
Communities Ltd. International
School 6.25% 2,462,569 - 6.25% 2,462,569 458,236 - 2.35
PAE (Thailand) Plc.
(a) Rehabilitation 3.50% 404,350 407,439 - - - 1.61 -
JP-One Asset Co., Ltd.
(b) Resources and Energy 4.50% 696,732 700,280 - - - 2.77 -
G Steel Plc.
(c) Hot-rolled coil Industrials 2.50% 1,520,144 1,527,886 - - - 6.04 -
Total - unlisted equity investments
5,083,795 2,635,605 2,462,569 458,236 10.42 2.35
4.2.2 Debt investments
2004 2003
Directors' Directors' % of net assets
Cost valuation Cost valuation of the Fund
Industry % holding US$ US$ % holding US$ US$ 2004 2003
Convertible term loan to
Monterey Pizza Co., Ltd.
(d) Foods - 1,936,516 - - 2,000,000 - - -
Total-unlisted debt investment - 1,936,516 - - 2,000,000 - - -
Total-unlisted investments 7,020,311 2,635,605 4,462,569 458,236 10.42 2.35
Investments - net 16,874,978 19,720,194 23,863,782 18,567,667 77.96 95.04
(a) PAE (Thailand) Public Company Limited
PAE (Thailand) Public Company Limited (PAE) is a construction company which was
listed in the Stock Exchange of Thailand. The company was found in 1964 as a
subsidiary of an American company carrying out engineering projects in Thailand.
PAE has expanded its construction and engineering operations rapidly during
1994-1997. To keep up with the growth, PAE entered into significant foreign
currencies 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 has 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 newly issued 35 million
shares of PAE at the price of Baht 6 per share on a 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 of 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 Rehabilitation Plan of PAE as the decreasing and increasing 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.
PAE is now seeking an approval from the Securities and Exchange Commission for
its shares to resume trading. In terms of operation, PAE is starting to bid for
new contracts. With the help from its major shareholders, the company is
expected to win some significant contracts in 2004. Siam Investment Fund owns
2.6 million shares of PAE which represents 6.8% of the total company. The
remaining balance is held by Freeinternet and other minority investors. Siam
Investment Fund also has an option to purchase another 2.6 million existing
shares of PAE from Freeinternet at the same price of Baht 6 within the next 6
months. This option has not yet been exercised.
(b) JP-One Assets Co., Ltd.
JP-One Assets Co., Ltd. was incorporated under the laws of Thailand in November
2003 by Bangkok Aviation Fuel Services Public Company Limited (BAFS). The
Company is engaged in pipeline transportation system for aircraft fuel from
Makkasan to the Second Bangkok International Airport (Suvarnabhumi Airport).
Currently, Suvarnabhumi Airport, which will be a new international airport of
Thailand, is under construction. The government, therefore, has a policy to move
the operations at Donmuang Airport to Suvarnabhumi in September 2005.
(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 through 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 through private placement by
issuing 2.7 billion at Baht 1 par value. The proceed from this private placement
will be used for reducing debt obligations and preparing capital structure for
de-bottleneck and further upstream expansions. Siam Investment Fund has
subscribed 37.5 million shares (representing 0.46%) of the enlarged capital) at
the price of Baht 1.6 per share through this placement.
G Steel plans to be listed on the Stock Exchange of Thailand within the third
quarter of 2004 for further expansions.
(d) 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 in 2003. During the year 2004, the case has been 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$444,388). Each installment of US$ 63,484 will be charged to
gain from reversal of bad debt in the statement of operations each year since
the provision for possible loan loss was provided in full during 2003.
Credit risk
The Fund may have 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 31 March 2004, 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 31 March 2004 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
Siam Makro Commerce 0.50% 1,189,378 0.1000 1,336,898
N-Park Property 1.30% 3,203,555 0.0737 10,641,711
The Group received dividends from the above investments during the year totaling
US$ 233,954 (2003: US$ 780,773).
5 Share capital
US$
2004 2003
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$
2004 2003
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 (12,500,000) (2,500,000)
12,487,500 22,487,500
According to the Fund's Memorandum and Articles, no dividend shall be declared
or paid other than from the profits or gains resulting from the Fund's business
or from the share premium account of the Fund or such other amount as maybe
lawfully available for dividend.
7 Net asset value per share
The calculation of the net asset value per share is based on the net assets of
US$ 25,295,287 (2003: US$ 19,536,512) divided by the number of shares, being
2,500,000.
8 Related party transactions
8.1 Advisory and performance 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$ 500,008 (2003: US$ 500,000) were charged for the
year.
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 year ended 31 March
2004, an amount of US$ 65,000 (2003: US$ 62,500) 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.
8.3 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 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$ 14,196 and US$ 9,375,
respectively (2003: US$ 16,936 and US$ 7,500, respectively) were charged for the
year.
10 Directors
The non-executive directors during the year ended 31 March 2004 were as follows:
James Marshall (Appointed on 3 November 2003)
M.L. Plaichumpol Kitiyakara
Van Huong Nguyen
David Roberts
Enghug Nontikarn
Mungkorn Kriengwatana
11 Interest in shares
Shareholders who held an interest of 3% or more in the Fund as of 31
March 2004 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
During the year, resolutions were passed by the Board of Directors Meetings held
in every quarter approving a dividend of US$1 per share, US$ 2.5 million each
quarter, totalling US$ 10 million. The Fund received approval from shareholders
in April 2004.
This information is provided by RNS
The company news service from the London Stock Exchange
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