26 August 2008
Symphony International Holdings Limited
Interim Financial Results for the six-month period ended 30 June 2008
Symphony International Holdings Limited ('SIHL' or the 'Company') announces the interim results for the six months ended 30 June 2008. The condensed consolidated interim financial statements of the Company and its subsidiaries have been prepared in accordance with International Financial Reporting Standard (IFRS) IAS 34 Interim Financial Reporting and have not been audited or reviewed by the auditors of the Company.
Introduction
SIHL is an investment company incorporated as a limited liability company under the laws of the British Virgin Islands on 5 January 2004. The Company's investment objective is to achieve superior investment returns by applying private equity style processes and disciplines to investing in consumer-related businesses, primarily in the healthcare, hospitality, and lifestyle sectors, in the Asia-Pacific region.
At 30 June 2008, the issued share capital of the Company was US$302.39 million consisting of 338,259,976 ordinary shares.
The Company was admitted to the Official List of the London Stock Exchange on 3 August 2007
under Chapter 14 of the Listing Manual.
Net Asset Value
The net asset value ('NAV') attributable to the ordinary shares on 30 June 2008 was US$0.9921 per share. This represented a 6.86 percent decrease over the NAV per share of US$1.0652 on 31 December 2007.
Subsequent to 30 June 2008, no additional shares were issued.
Portfolio Overview
The following is an overview of our portfolio as of 30 June 2008:
Minor International Public Company Limited ('MINT') - SIHL has invested approximately US$49.9 million in MINT, a diversified consumer business listed on the Stock Exchange of Thailand. Anil Thadani, a director of SIHL, serves on the board of directors for MINT. The fair value of the investment was approximately US$61.4 million as at 30 June 2008.
MINT is one of Thailand's leading hotel operators with a portfolio of 15 hotels and over 2,700 rooms under the 'Marriott', 'Four Seasons', 'Anantara' and other brands in Thailand, Vietnam, Africa and the Maldives. MINT is also Thailand's largest food service operator with over 600 outlets under 'The Pizza Company', 'Swensen's', 'Sizzler', 'Dairy Queen' and 'Burger King' among other brands. In addition, MINT operates over 50 additional outlets located in China, South East Asia and the Middle East. MINT's other businesses include spa operations, retail and residential property and entertainment.
Minor Corporation Public Company Limited ('Minor') - Our investment of approximately US$8.6 million in Minor, made in late 2005 and in 2006, had a fair value of US$39.5 million on 30 June 2008. Minor is a leading distributor of international lifestyle brands in Thailand focusing primarily on fashion, cosmetics, golf equipment and education. Brands that Minor distributes include Esprit, Red Earth, Bossini, Sinequanone, Rampage, Bloom, Laneige, Elmis, Tumi, Henckels, Time Life and World Book. Minor also owns and operates one of Thailand's leading contract manufacturers. Sunil Chandiramani, a director of SIHL, serves as an adviser to the board of Minor.
Parkway Holdings Limited ('Parkway') - We had invested a total of US$46.3 million in Parkway as at 30 June 2008. Parkway is Asia's leading healthcare company and operates three hospitals in Singapore as well as radiology, laboratory and primary healthcare businesses. Parkway also has an extensive Asian footprint with operations in Malaysia, India, China and Brunei. SIHL's investment management team has been associated with Parkway for a number of years and has deep knowledge of the company. Parkway also has a 35.5 percent interest in the Parkway Life Real Estate Investment Trust. As at 30 June 2008, the fair value of our investment in Parkway was US$38.7 million.
Parkway Life Real Estate Investment Trust ('P-REIT') - SIHL has invested approximately US$30.1 million in P-REIT units whose fair value as at 30 June 2008 was US$29.5 million. P-REIT invests in income generating healthcare-related properties in the Asia-Pacific region including the buildings of Parkway's 3 Singapore hospitals, which are leased back to Parkway on long leases. P-REIT is established and managed by Parkway Holdings Limited and generates an inflation-linked yield of more than 7 percent based on current valuations and historic distributions.
SG Land Co. Ltd ('SG Land') - In May 2008, we acquired a 49.9 percent stake in SG Land which owns the leasehold rights for two office buildings in downtown Bangkok - SG Tower and Millenia Tower. The two buildings in SG Land's portfolio have high occupancy rates and offer attractive rental yields.
One Central Residences Macau - We have invested in four high-end residential apartments in a new development in Macau which is currently under construction.
C Larsen Limited ('Larsen') - Our investment in Larsen is in the form of a fixed-rate loan. In the first half of 2008 we extended additional fixed-rate loans to Larsen. Larsen operates in Thailand as an importer and distributor of high-end U.S. and European furniture brands including Christian Liaigre, Martha Stewart, Barbara Barry, Baker, Herman Miller and Thomasville.
AFC Network Pte. Ltd ('AFC') - In May 2008, SIHL invested in AFC, a Singapore based media company which operates the Asian Food Channel, a 24-hour TV channel broadcasting food and lifestyle programming tailored to audiences in the Asia Pacific region. This channel began broadcasting in July 2005 and currently airs in Singapore, Hong Kong, Malaysia, Indonesia and the Philippines. The Company will hold a 47 percent (undiluted) interest in AFC at full drawdown, contingent on the business achieving pre-agreed milestones.
Subsequent Events
New Investments
In July 2008, SIHL established a joint-venture with an established Thai partner for the development of a branded life-style residential and recreational development in Bangkok, Thailand. The Company has a direct 49 percent interest in the venture, the maximum allowable under current regulations, but will be responsible for the design, development and execution of the project. SIHL invested a total of US$78.3 million in this joint venture.
In addition, SIHL acquired further shares in Parkway during July 2008 and August resulting in a total aggregate investment of US$47.8 million in Parkway to date.
Outlook
The Company's investments remain fundamentally strong despite the current weakness in equity markets globally, including Asia. SIHL expects its portfolio companies to continue to perform well despite economic uncertainties.
The Company is seeing increasingly attractive investment opportunities. SIHL is exploring and in negotiations to close additional transactions in its areas interest and expertise. However, the transactions are still in negotiation and there is no assurance that they will be successfully concluded.
SIHL has sufficient capital resources to meet all its commitments currently on hand for the 2008 and 2009 calendar years. In addition, SIHL is able to leverage to the extent of 35% of its total assets, which can provide for incremental liquidity to take advantage of investment opportunities that may arise.
Symphony International Holdings Limited and its subsidiaries
Condensed Consolidated Interim Balance Sheet
as at 30 June 2008
|
|
30 June 2008 |
31 December 2007 |
|
Note |
US$ |
US$ |
|
|
|
|
Non-current asset |
|
|
|
Interests in associates |
|
7,108,320 |
- |
Available-for-sale financial assets |
|
171,010,026 |
144,322,807 |
Prepayments |
|
122,608 |
135,671 |
|
|
178,240,954 |
144,458,478 |
|
|
|
|
Current assets |
|
|
|
Other receivables and prepayments |
|
7,028,174 |
6,710,492 |
Amount due from Investment Manager (non-trade) |
|
- |
780 |
Cash and cash equivalents |
|
154,536,649 |
206,660,583 |
Total current assets |
|
161,564,823 |
213,371,855 |
|
|
|
|
Total assets |
|
339,805,777 |
357,830,333 |
|
|
|
|
Equity attributable to equity holders |
|
|
|
Share capital |
|
302,391,310 |
306,365,214 |
Reserves |
|
59,737,163 |
68,471,471 |
Accumulated losses |
|
(29,547,820) |
(17,516,362) |
|
|
332,580,653 |
357,320,323 |
Minority interests |
|
- |
- |
Total equity |
|
332,580,653 |
357,320,323 |
|
|
|
|
Non-current liabilities |
|
|
|
Interest-bearing borrowings (secured) |
5 |
1,974,487 |
- |
Amounts due to minority shareholders (non-trade) |
|
147,656 |
147,609 |
|
|
2,122,143 |
147,609 |
|
|
|
|
Current liabilities |
|
|
|
Bank overdraft (unsecured) |
|
78,386 |
15,969 |
Interest-bearing borrowings (secured) |
5 |
420,754 |
|
Accrued operating expenses |
|
4,301,719 |
160,206 |
Other payables |
|
74,522 |
53,428 |
Amounts due to directors (non-trade) |
|
149,180 |
123,770 |
Amount due to Investment Manager (non-trade) |
|
68,860 |
- |
Current tax payable |
|
9,560 |
9,028 |
|
|
5,102,981 |
362,401 |
Total liabilities |
|
7,225,124 |
510,010 |
|
|
|
|
Total equity and liabilities |
|
339,805,777 |
357,830,333 |
Symphony International Holdings Limited and its subsidiaries
Condensed Consolidated Interim Income Statement
for the financial period from 1 January 2008 to 30 June 2008
|
|
6 months ended |
6 months ended |
|
Note |
US$ |
US$ |
|
|
|
|
Revenue |
|
2,837,076 |
807,280 |
Other operating income |
|
3,732,160 |
1,992,035 |
Management fees |
|
(4,057,033) |
(1,156,672) |
Management shares expense |
|
(1,637,435) |
(12,894) |
Share options expense |
|
(11,439,831) |
- |
Singapore stock exchange listing expenses written off |
|
- |
(1,001,191) |
Finance costs |
|
(105,339) |
|
Other operating expenses |
|
(1,174,045) |
(187,304) |
(Loss)/Profit before income tax |
|
(11,844,447) |
441,254 |
Income tax expense |
9 |
(187,011) |
(80,728) |
(Loss)/Profit for the period |
|
(12,031,458) |
360,526 |
|
|
|
|
Attributable to: |
|
|
|
Equity holders of the Company |
|
(12,031,458) |
360,526 |
Minority interests |
|
- |
- |
(Loss)/Profit for the period |
|
(12,031,458) |
360,526 |
|
|
|
|
|
|
|
|
|
|
US cents |
US cents |
Earnings per share: |
10 |
|
|
Basic |
|
(3.56) |
0.29 |
|
|
|
|
Diluted |
|
(3.45) |
0.29 |
|
|
|
|
Symphony International Holdings Limited and its subsidiaries
Condensed Consolidated Interim Statement of Changes in Equity
for the financial period from 1 January 2008 to 30 June 2008
The Group
|
|
Share
capital
|
Equity compensation reserve
|
Fair
value reserve |
Foreign currency translation reserve
|
Accumulated losses
|
Total attributable to equity holders of the Company
|
Minority
interests
|
Total
equity |
|
|
US$
|
US$
|
US$
|
US$
|
US$
|
US$
|
US$
|
US$
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2007
|
|
101,369,196
|
6,094,462
|
17,949,687
|
-
|
(3,524,590)
|
121,888,755
|
-
|
121,888,755
|
Changes in fair value of available-for-sale financial assets/ Net gain recognised directly in equity
|
|
-
|
-
|
13,440,754
|
-
|
-
|
-
13,440,754
|
-
-
|
13,440,754
|
Net profit for the period
|
|
-
|
-
|
-
|
-
|
360,526
|
360,526
|
-
|
360,526
|
Total recognised income for the period
|
|
-
|
-
|
13,440,754
|
-
|
360,526
|
13,801,280
|
-
|
13,801,280
|
Issue of shares
|
|
259,999
|
-
|
-
|
-
|
-
|
259,999
|
-
|
259,999
|
Share placement fee
|
|
(6,500)
|
-
|
-
|
-
|
-
|
(6,500)
|
-
|
(6,500)
|
Value of services received for issue of management shares
|
|
-
|
12,894
|
-
|
-
|
-
|
12,894
|
-
|
12,894
|
At 30 June 2007
|
|
101,622,695
|
6,107,356
|
31,390,441
|
-
|
(3,164,064)
|
135,956,428
|
|
135,956,428
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2008
|
|
306,365,214
|
13,789,199
|
52,876,955
|
1,805,317
|
(17,516,362)
|
357,320,323
|
-
|
357,320,323
|
Changes in fair value of available-for-sale financial assets
|
|
-
|
-
|
(23,379,368)
|
-
|
-
|
-
(23,379,368)
|
-
|
(23,379,368)
|
Foreign currency translation differences in relation to financial statements of foreign operations
|
|
-
|
-
|
-
|
1,567,794
|
-
|
-
1,567,794
|
-
-
|
1,567,794
|
Net loss for the period
|
|
-
|
-
|
-
|
-
|
(12,031,458)
|
(12,031,458)
|
-
|
(12,031,458)
|
Total recognised income and expense for the period
|
|
-
|
-
|
(23,379,368)
|
1,567,794
|
(12,031,458)
|
(33,843,032)
|
-
|
(33,843,032)
|
London stock exchange listing expenses
|
|
(3,973,904)
|
-
|
-
|
-
|
-
|
(3,973,904)
|
-
|
(3,973,904)
|
Value of services received for issue of management shares
|
|
-
|
1,637,435
|
-
|
-
|
-
|
1,637,435
|
-
|
1,637,435
|
Value of services received for issue of share options
|
|
-
|
11,439,831
|
-
|
-
|
-
|
11,439,831
|
-
|
11,439,831
|
At 30 June 2008
|
|
302,391,310
|
26,866,465
|
29,497,587
|
3,373,111
|
(29,547,820)
|
332,580,653
|
-
|
332,580,653
|
Symphony International Holdings Limited and its subsidiaries
Condensed Consolidated Interim Cash flow Statement
for the financial period from 1 January 2008 to 30 June 2008
|
|
6 months ended |
6 months ended |
|
|
US$ |
US$ |
Operating activities |
|
|
|
(loss)/Profit before income tax |
|
(11,844,447) |
441,254 |
Adjustments for: |
|
|
|
Exchange differences |
|
(83,721) |
- |
Dividend income |
|
(2,837,076) |
(807,280) |
Interest income |
|
(3,232,160) |
(1,992,035) |
Finance costs |
|
105,339 |
- |
Singapore stock exchange listing expenses written off |
|
- |
1,001,191 |
Management shares expense |
|
1,637,435 |
12,894 |
Share options expense |
|
11,439,831 |
- |
|
|
(4,814,799) |
(1,343,976) |
|
|
|
|
Changes in working capital: |
|
|
|
Decrease in other receivables and prepayments |
|
32,378 |
76,765 |
Increase/(decrease) in accrued operating expenses |
|
240,169 |
27,318 |
Cash used in operations |
|
(4,542,252) |
(1,239,893) |
Dividend received |
|
2,075,140 |
- |
Interest received |
|
3,230,558 |
1,932,739 |
Purchase of available-for-sale financial assets |
|
(47,770,125) |
(24,206,310) |
Down payment for the purchase of investment properties |
|
- |
(1,215,418) |
Deposit paid for an option to acquire property |
|
(598,444) |
|
Loan to an investee company |
|
(500,000) |
(3,250,000) |
Cash flows from operating activities |
|
(48,105,123) |
(27,978,882) |
|
|
|
|
Investing activities |
|
|
|
Increase in amounts due from companies in which certain directors have substantial financial interests (non-trade) |
|
- |
(46,653) |
Decrease in amounts due from shareholders (non-trade) |
|
- |
3,030 |
Investment in associates |
|
(596,585) |
- |
Loans to associates |
|
(6,457,725) |
- |
Repayment of loans by associates |
|
511,449 |
|
Cash flows from investing activities |
|
(6,543,134) |
(43,623) |
|
|
|
|
Financing activities |
|
|
|
Interest paid |
|
(102,032) |
|
Proceeds from shareholders for subscription of shares |
|
- |
259,999 |
Subscription proceeds for unallotted shares (refunded)/received |
|
(14,539) |
3,000,033 |
Share placement fee paid |
|
- |
(32,751) |
Listing expenses paid |
|
(51,611) |
(115,428) |
Proceeds from borrowings |
|
2,578,735 |
- |
Repayment of borrowings |
|
(49,341) |
- |
Decrease in amounts due to companies in which certain directors have substantial financial interests (non-trade) |
|
- |
(4,218) |
Increase in amounts due to Investment Manager (non-trade) |
|
69,640 |
|
Receipts from minority shareholders of subsidiary |
|
- |
96,136 |
Cash flows from financing activities |
|
2,430,852 |
3,203,771 |
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
|
(52,217,405) |
(24,818,734) |
Cash and cash equivalent at beginning of period |
|
206,644,614 |
90,786,282 |
Effect of foreign exchange fluctuations |
|
31,054 |
- |
Cash and cash equivalents at end of the period |
|
154,458,263 |
65,967,548 |
Cash and cash equivalents for the purpose of the cash flow statement include bank overdraft.
During the financial period ended 30 June 2008, the Group received stock dividend of US$410,222 (2007: US$Nil) from a quoted equity investment.
Symphony International Holdings Limited and its subsidiaries
Notes to the Condensed Consolidated Interim Financial Statements
for the financial period from 1 January 2008 to 30 June 2008
These notes form an integral part of the condensed consolidated interim financial statements.
1 REPORTING ENTITY
Symphony International Holdings Limited (the 'Company') is a company domiciled in the British Virgin Islands. The condensed consolidated interim financial statements of the Company as at and for the 6 months ended 30 June 2008 comprise the Company and its subsidiaries (together referred to as the 'Group').
The consolidated financial statements of the Group as at and for the year ended 31 December 2007 are available upon request from the Company's registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
2 STATEMENT OF COMPLIANCE
These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standard (IFRS) IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2007.
These condensed consolidated interim financial statements were approved by the Board of Directors on 25 August 2008.
3 SIGNIFICANT ACCOUNTING POLICIES
Except as described below, the accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2007.
The Group acquired equity interests in certain associates during the current financial period. Associates are those entities in which the Group has significant influence, but not control, over their financial and operating policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power of another entity. Investments that are held as part of the Group's investment portfolio are carried in the balance sheet at fair value through profit or loss even though the Group may have significant influence over those companies. This treatment is permitted by IAS 28 Investments in Associates which requires investments held by venture capital organisations to be excluded from its scope where those investments are designated, upon initial recognition, as at fair value through profit or loss, and accounted for in accordance with IAS 39 Financial Instruments: Recognition and Measurement with changes in fair value recognised in the income statement in the period of change. The Group has no interests in associates through which it carries on its business.
The fair value of unquoted equity investments is measured with reference to the enterprise value at which the portfolio company could be sold in an orderly disposition over a reasonable period of time between willing parties other than in a forced or liquidation sale, and is determined by using valuation techniques such as (a) market multiple approach that uses a specific financial or operational measure that is believed to be customary in the relevant industry, (b) price of recent investment, or offers for investment, for the portfolio company's securities, (c) current value of publicly traded comparable companies, (d) comparable recent arms' length transactions between knowledgeable parties, (e) discounted cash flows analysis, and (f) others.
4 Estimates
The preparation of consolidated interim financial statements in conformity with International Financial Reporting Standards requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2007.
5 Interest-bearing borrowings
Interest-bearing borrowings are denominated in Thai Baht and are secured on the Group's interests in the equity securities of an associate. Interest is charged at the bank's minimum lending rate less 1% per annum and reprices on a monthly basis. The effective interest rate as at 30 June 2008 was 6.25% per annum. The borrowings are repayable in equal monthly instalments within a period of 9 years from the date of drawdown.
6 FINANCIAL RISK MANAGEMENT
The Group's financial risk management objectives and policies are consistent with that disclosed in the consolidated financial statements as at and for the year ended 31 December 2007.
7 Segmental Information
The primary format, business segments, is based on the Group's management and internal reporting structure. The Group operates in one business segment comprising investment holding.
Secondary reporting format - Geographical segment
|
Singapore |
Hong Kong |
Thailand |
Switzerland |
Other |
Consolidated |
|
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
|
|
|
|
|
|
|
6 months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
1,356,835 |
- |
1,480,241 |
- |
- |
2,837,076 |
|
|
|
|
|
|
|
6 months ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
- |
- |
807,280 |
- |
- |
807,280 |
|
|
|
|
|
|
|
As at 30 June 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
83,254,859 |
2,020,614 |
182,721,796 |
70,982,064 |
826,444 |
339,805,777 |
|
|
|
|
|
|
|
Capital expenditure |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
As at 31 December 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
62,119,823 |
1,882,972 |
120,220,016 |
173,330,530 |
276,992 |
357,830,333 |
|
|
|
|
|
|
|
Capital expenditure |
- |
- |
- |
- |
- |
- |
8 SeASONALITY OF OPERATIONS
The Group's operations are not subject to seasonal fluctuations.
9 INCOME TAX EXPENSE
|
|
6 months ended |
6 months ended |
|
|
US$ |
US$ |
|
|
|
|
Foreign withholding tax |
|
187,011 |
80,728 |
Foreign withholding tax relates to tax withheld or payable on foreign-sourced income.
No additional income tax charge has been recognised for the operating profit generated during the financial periods ended 30 June 2007 and 30 June 2008 due to non-taxability of foreign-sourced interest income derived by the Company.
Deferred tax liabilities have not been recognised on temporary differences in respect of fair value gains on certain available-for-sale financial assets. Under the double taxation treaty between Thailand, the country in which the available-for-sale financial assets are located, and Mauritius, the country of incorporation of the subsidiary which holds these available-for-sale financial assets, capital gains on the disposal of such assets are subject to capital gains tax in the country in which the investor is a tax resident. The subsidiary is a tax resident in Mauritius and is not subject to capital gains tax in Mauritius as it meets the conditions necessary to maintain its tax residency status.
Similarly, deferred tax assets have not been recognised on temporary differences in respect of fair value losses on certain available-for-sale financial assets as the profits of the subsidiary which holds the investments are not subject to taxation in its country of incorporation.
The Group also has not recognised deferred tax assets amounting to US$788,572 on temporary differences in respect of fair value losses on the remaining available-for-sale financial assets as it is not probable that future taxable profits will be available against which the temporary differences can be utilised.
10 EARNINGS PER SHARE
|
|
6 months ended |
6 months ended |
|
|
US$ |
US$ |
Basic and diluted earnings per share are based on: |
|
|
|
Net (loss) / profit for the period attributable to |
|
(12,031,458) |
360,526 |
|
|
|
|
|
|
Number |
Number |
|
|
|
|
Weighted average number of shares (basic) |
|
|
|
- Outstanding during the period |
|
338,259,976 |
94,673,775 |
- Issued during the period |
|
- |
161,870 |
- Effects of bonus shares issued* |
|
- |
30,639,327 |
|
|
338,259,976 |
125,474,972 |
* For the purpose of computing basic earnings per share, the weighted average number of shares outstanding for the comparative period has been retrospectively adjusted to account for the bonus shares issued on 3 August 2007.
The effect of the exercise of warrants and issue of contingently issuable shares on the weighted average number of shares in issue is as follows:
|
|
Number of shares |
|
|
|
6 months ended |
6 months ended |
|
|
|
|
Weighted average number of shares (diluted) |
|
|
|
- Weighted average number of shares (basic) |
|
338,259,976 |
125,474,972 |
- Effect of contingently issuable management shares |
|
10,298,726 |
- |
|
|
348,558,702 |
125,474,972 |
Warrants to subscribe for 108,565,365 new ordinary shares of no par value at an exercise price of US$1.25 each which are outstanding as at 30 June 2008, and potentially issuable share options to subscribe for 82,782,691 ordinary shares of no par value at an exercise price of US$1 each as at 30 June 2008 have not been included in the computation of diluted earnings per share because these warrants and potentially issuable share options were anti-dilutive.
There were no dilutive potential ordinary shares for the 6 months ended 30 June 2007.
11 Significant Related Party Transactions
For the purposes of these financial statements, parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.
Key management personnel compensation
Key management personnel of the Group are those persons having the authority and responsibility for planning, directing and controlling the activities of the Group. The directors of the Company are considered as key management personnel of the Group.
During the financial period ended 30 June 2008, directors' fees amounting to US$149,180 (2007: US$Nil) were declared as payable to certain directors of the Company. The remaining directors of the Company are also directors of the Investment Manager who provides management and administrative services to the Group on an exclusive and discretionary basis. No remuneration has been paid to these directors as the cost of their services form part of the Investment Manager's remuneration.
Other related party transactions
Pursuant to the Investment Management and Advisory Agreement, the Investment Manager will provide investment management and advisory services exclusively to the Group. Details of the remuneration of the Investment Manager are disclosed in the consolidated financial statements as at and for the year ended 31 December 2007. During the financial period ended 30 June 2008, management fee amounting to US$4,057,033 paid/payable to the Investment Manager has been recognised in the condensed consolidated interim financial statements.
During the 6 months ended 30 June 2007, professional fee of US$6,500 was paid to a firm in which a director of the Company is a member. In addition, the Group recognised management fee amounting to US$1,156,672 payable to companies in which certain directors have substantial financial interests pursuant to various share subscription agreements entered into with the shareholders of the Company.
Pursuant to the Investment Management and Advisory Agreement, the Investment Manager was to be granted 82,782,691 share options to subscribe for ordinary shares at US$1 each on the date of admission. On 3 August 2008, these share options were granted to the Investment Manager. The share options vest in 5 equal tranches over a period of 5 years beginning from the date of grant and expire on the tenth anniversary of the date of grant. In addition, management shares of up to 10,298,726 ordinary shares in the Company will become eligible for issue at the first quarter end following each anniversary of the admission, provided certain conditions are met.
Other than as disclosed elsewhere in the condensed consolidated interim financial statements, there were no other significant related party transactions during the 6 months periods ended 30 June 2008 and June 2007.
Directors' Responsibility Statement
We the directors of Symphony International Holdings Limited confirm that to the best of our knowledge:
(a) the condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standard (IFRS) IAS 34 - Interim Financial Reporting; and
(b) the interim financial results include a fair review of information required by:
(i) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and
(ii) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period, and any changes in the related party transactions described in the last annual report that could do so.
For and on behalf of the Board
Pierangelo Bottinelli
Chairman
For further information, please contact:
Sunil Chandiramani - Symphony Asia Limited (Tel: +852 2801-6199)
Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.
No representation or warranty is made by the Company as to the accuracy or completeness of the information contained in this announcement and no liability will be accepted for any loss arising from its use.
This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Company in any jurisdiction. All investments are subject to risk. Past performance is no guarantee of future returns. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decisions.
This announcement is not an offer of securities for sale into the United States. The Company's securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States.
End of Announcement