Preliminary Results
Not for Distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.
23 March 2021
Symphony International Holdings Limited
Financial Results for the year ended 31 December 2020
Symphony International Holdings Limited ("Symphony" or the "Company") announces results for the year ended 31 December 2020 . The condensed financial statements of the Company has not been audited or reviewed by the auditors of the Company.
Introduction
The Company is an investment company initially incorporated as a limited liability company under the laws of the British Virgin Islands on 5 January 2004. The Company voluntarily re-registered itself as a BVI Business Company on 17 November 2006. The Company's investment objectives are to increase the aggregate net asset value of the Company ("NAV") calculated in accordance with the Company's policies through strategic longer-term investments in consumer-related businesses, primarily in the healthcare, hospitality, lifestyle (including branded real estate developments), logistics and education sectors predominantly in Asia and through investments in special situations and structured transactions, which have the potential to generate attractive returns and to enhance the NAV.
The Company was admitted to the Official List of the UK Listing Authority on 3 August 2007 under Chapter 14 of the UK Listing Rules and its securities were admitted to trading on the London Stock Exchange's main market for listed securities on the same date.
As at 31 December 2020 , the issued share capital of the Company was US$409.70 million (31 December 2019 : US$409.70 million) consisting of 513,366,198 (31 December 2019 : 513,366,198) ordinary shares.
Symphony's Investment Manager is Symphony Asia Holdings Pte. Ltd. ("SAHPL" or the "Investment Manager"). The Company has an Investment Management Agreement with SAHPL as the Investment Manager.
Net Asset Value
Symphony's NAV is the sum of its cash and cash equivalents, temporary investments, the fair value of unrealised investments (including investments in subsidiaries, associates and joint ventures) and any other assets, less any other liabilities. The unaudited financial statements contained herein may not account for the fair value of certain unrealised investments. Accordingly, Symphony's NAV may not be comparable to the net asset value in the unaudited financial statements. The primary measure of SIHL's financial performance and the performance of its subsidiaries will be the change in Symphony's NAV per share resulting from changes in the fair value of investments.
The NAV attributable to the ordinary shares on 31 December 2020 was US$ 0.7384 per share. This represents a 24.70% decline over the NAV per share of US$0. 9805 at 31 December 2019.
Chairmen's Statement
Despite a challenging year, Symphony's portfolio companies were able to weather 2020, albeit with some mixed results. Sectors, such as hospitality and lifestyle, where we have traditionally had a large exposure, have been materially impacted, but most investee companies in other sectors returned to positive growth during the latter half of the year. Although there remain considerable risks in the current unprecedented environment, we feel optimistic on the outlook as we continue to see a gradual broad based economic recovery.
The consequences of the pandemic on people's lives and the global economy have been and continue to be profound. The health and economic impact have been uneven across communities, economies and geographies. Many lives have been altered and our thoughts remain with the individuals that have been impacted. Most businesses have also been affected as a result of government restrictions and social distancing measures, and this has had an unexpected consequence of accelerated growth in digitalisation and automation. Instances of online shopping, for example, have increased exponentially with some consumers purchasing on the internet for the first time out of necessity. This has also led to changes in consumption habits. Similarly, schools and businesses have been forced to operate remotely or online in order to remain a going concern. Businesses with existing digital platforms or that have been able to quickly adapt to offer goods or services remotely have fared better or even excelled in the current environment. As a result of some of these changes, our investment posture has also shifted a little to focus on businesses that have shown the ability to adapt better to the new environment of disruption through technology adoption. Of course, industries that rely on physical interaction, such as travel and leisure, which have been a significant part of Symphony's portfolio, are experiencing a much slower recovery.
Symphony's NAV and NAV per share declined by US$124.31 million to US$379.05 million and by US$0.24 to US$0.74, respectively, during 2020. The change is predominantly due to a decline in value of our interest in Minor International Pcl ("MINT"), which operates in the hospitality sector. Travel restrictions and social distancing measures have had a severe impact on MINT's hotel, restaurant and retail businesses. Although the latter two business segments are recovering more quickly or have recovered, we expect that it will take more time for regular travel to return to support higher hotel occupancies. During 2020, we reduced our interest in MINT and generated proceeds of US$74.3 million, a program that was continued in 2021 and to date has generated a further US$20.89 million. These sales have generated required liquidity, locked in gains on this investment, reduced debt and also lowered our concentration risk in this sector.
Aside from various cost cutting initiatives, MINT management reacted rapidly to the deteriorating environment and successfully raised debt and equity to strengthen its balance sheet to provide sufficient reserves for at least the next two years. MINT's restaurant business, which stood at 2,370 outlets at 31 December 2020, fully recovered in the third quarter of 2020 and posted year-over-year growth in the fourth quarter. Reduced dine-in sales at restaurants were partially compensated for by MINT's digital platform that drove delivery and take-away sales across brands. Together with promising news on the effectiveness and rollout of vaccines and increasing adherence to social distancing restrictions, the outlook for the hospitality business and MINT overall is improving. At the time of writing this, MINT's share price had recovered further, which would result in an additional NAV per share for Symphony of US$0.04.
The performance of our lifestyle businesses was mixed in 2020. The Liaigre Group, a luxury furniture brand that is synonymous with discreet luxury saw a decline in traffic at its showrooms due to temporary forced closures and social distancing measures. The lower traffic translated into reduced sales in Europe and the US, however management employed a number of digital initiatives to continue to engage with clients, such as virtual visits, client meetings and online clearance sales. Other parts of the business have continued to grow; Liaigre's renowned interior architecture business has seen its pipeline of projects expand while showrooms in Asia, particularly in China, continue to attract more clients and sales, which is indicative of the demand for sophisticated luxury in the region and underscores our initial thesis for the investment. We have also been looking for selected opportunities for branded real estate using the Liaigre brand and have some promising ongoing discussions in this regard.
CHANINTR ("Chanintr"), another lifestyle business, focused on distributing high-end US and European furniture brands and compatible kitchen & bathroom systems in Thailand, experienced disruptions to its showroom business and its peripheral restaurant operations during the year due to the pandemic related restrictions and political demonstrations. Part of the impact from showroom closures were mitigated with private customer appointments and an upgraded online platform. Despite the difficult operating environment, Chanintr continued to expand its presence with new showrooms that include Chanintr Craft (which also features Chanintr's in-house brand), Waterworks and Chanintr Work (showcasing Herman Miller and other modern design products). During the latter half of 2020, Chanintr launched Chanintr Residences, offering luxury designed turnkey residences which have received positive press coverage.
Although impacted during the early stages of the pandemic, the Wine Connection Group ("WCG"), a wine-themed F&B chain included in our lifestyle segment, has performed well. There was year-over-year growth in sales in Singapore, including same-store-sales growth, with some weakness in Thailand that improved towards the latter half of the year. WCG invested significantly in its digital strategy over the past few years, which strongly positioned the business to cater to online orders and deliveries during periods of heightened social distancing restrictions. WCG's focus on improving the overall quality of its food and wine offering, has met with considerable success.
Symphony's investment in the logistics sector is Indo Trans Logistics Corporation ("ITL"), Vietnam's largest independent integrated logistics company. The pandemic and geopolitical concerns over the past year have contributed to some dislocations in the logistics market, which have led to some demand and supply volatility and resulted in lower cargo volumes but higher yields in Vietnam. Correspondingly, ITL reported softer than expected revenue during 2020, but profitability was in line with pre-pandemic budgets. The long-term outlook for this sector in Vietnam is extremely attractive, particularly with increasing offshoring business in Vietnam as businesses seek more supply chain resilience.
During the third quarter of 2020, ITL completed the acquisition of a 55% interest (increasing its total shareholding to 97%) in South Logistics Joint Stock Company ("SoTrans"), a Vietnamese inland port & container depot operator and sea freight forwarder with extensive real estate assets. Symphony worked closely with ITL to secure transaction financing from a consortium led by the International Finance Corporation. We believe the consolidation of SoTrans is transformational as it provides ITL with a more diversified logistics business and also extensive real estate for future development and value creation.
Our education-related businesses experienced some disruption in 2020, but there was no impact on financial performance. WCIB International Co. Ltd ("WCIB"), which operates the Wellington College International Bangkok, an addition to the UK-headquartered Wellington College schools, was able to adapt quickly to forced closures that began in March 2020 with the provision of high quality online classes to all students. Operations returned to normal in September and the school's management have reported growing enrolments that are ahead of expectations. WCIB is now developing buildings and facilities for the Senior school, which will provide for further ramp up in student numbers and retention of younger students as they graduate from the Primary School.
Creative Technology Solutions ("CTS"), a firm that provides customized IT solutions to schools predominantly in the Middle East, experienced a shift in business mix. Historically, CTS focused on providing IT solutions to private K12 schools, but due to reduced budgets at these schools, the business shifted to new opportunities created by the pandemic. CTS was awarded contracts to provide remote and digital learning solutions to students at a number of government funded schools and separately, to provide digital books and other solutions to higher education institutions. Although the CTS management team is exploring new growth opportunities in ed-tech, there is expectation that the current business focus will provide for strong growth in the coming years.
Symphony's healthcare investments in India recovered quickly from government instituted lock-downs that began at the end of the first quarter. ASG Hospital Private Limited ("ASG"), a full-service eye-healthcare provider, experienced a virtual standstill in operations in April but has since recovered. ASG initiated cost reductions at the onset of the pandemic and introduced a telehealth platform to continue to engage with patients in need of care. Group revenues for this business recovered to pre-pandemic levels in September and double digit year-over-year growth in October. Management have reported that the business continued to see strong growth in January and February 2021 compared to the same period a year earlier, which is promising. Symphony completed the second tranche of its investment in ASG during the year to support inorganic growth. ASG is in the late stage of discussions for two acquisitions and separately, partnership programs to expand its offering to more remote regions.
We also include Soothe Healthcare Private Limited ("Soothe"), a feminine hygiene products manufacturer and distributer, as part of our healthcare portfolio. Similar to ASG, Soothe experienced a sharp slowdown in sales of its Paree and Pariz branded hygiene products beginning in late March, but recovered more quickly. Soothe has leveraged its expertise and distribution capability to launch a diaper brand, Super Cute's, which has been met with early success. Total sales for Soothe in December 2020 were more than double the same period a year earlier and management have reported the strong growth continuing into 2021. Symphony has been working closely with Soothe on its funding requirements and provided additional financing during 2020, together with Soothe's largest shareholder, to support the ongoing rapid growth of this business.
We continued to monetise parts of our real estate portfolio during 2020. The sale of approximately 50% of the land site held by our Niseko Joint Venture resulted in distributions to Symphony of US$16.73 million, which is more than 1.5 times Symphony's US dollar cost for its total investment in the joint venture. Development of part of the land with Hanwha Hotels & Resorts is progressing slowly in the current environment, but we understand that demand for apartment units and land in Niseko, Japan continues to be strong. Minuet Limited, which continues to hold approximately 34 hectares of land in Bangkok, Thailand distributed US$12.86 million to Symphony, also from the proceeds of land sales. Our other real estate investments in Thailand include SG Land Co. Ltd ("SG Land"), which holds the leasehold rights to two office buildings in downtown Bangkok, and a luxury villa in Phuket. SG land continues to provide an attractive yield and regular distributions to Symphony.
The resort and luxury villas that are branded and managed by One&Only Resorts in Desaru, Malaysia was officially launched in September. Despite travel restrictions at the time of opening, the resort was well received within the local travel market and occupancy levels were above expectations. Bookings continue to be strong however, occupancies have varied because of government movement control orders in response to the pandemic. There is strong interest from local and international buyers for luxury villas on the property, which sales are expected to provide incremental value to Symphony in the coming years.
In line with our new focus on technology enabled businesses, we made a new investment in an innovative businesses called August Jewellery Pvt Ltd, the holding company for online gold fast-fashion jewellery brand, Melorra. Melorra is seeking to disrupt the significant Indian traditional jewellery industry by adopting just-in-time manufacturing techniques and targeting the rapidly growing body of millennial women with high fashion, everyday wear, jewellery. This business did experience a slow down during the early stages of the pandemic but has since recovered and shown strong growth in tandem with its marketing initiatives. Although Melorra's principal focus is operating through an online platform, it also intends to open a series of "experience centres", essentially retail outlets designed to reinforce the brand building process. Melorra opened its first retail outlet earlier this year to complement its online sales and become an omnichannel brand. We led a further investment in Melorra early this year with several other investors to further support the growth for this business.
Another early stage and innovative technology related business in our portfolio is Smarten Spaces Pte. Ltd. ("Smarten"). During the year, we completed the second tranche of our contracted investment in Smarten, a Singapore based Software-as-a-Service business focused on space and employee management solutions for commercial and industrial properties. Smarten continues to grow its client base impressively and now counts many leading Singapore & multinational corporations amongst its customers. Interestingly, their growth has been accelerated with the launch of a suite of products catering to social distancing and resource planning for working from home and office. Smarten's products are currently deployed in over 40 cities across 13 countries.
In line with our interest in tech-enabled businesses, we made a small commitment to Good Capital Partners, an early stage technology focused fund & Fund Manager, where we also took a small interest in the General Partner for Symphony. During 2020, Good Capital made investments in three new companies and one follow-on investment and is exploring a number of new additional investments to add to the fund. At 31 December 2020, the fund had deployed just over 40% of committed capital across seven companies in less than two years, which is indicative of the access to strong deal-flow in the Indian technology eco-system. Good Capital is working with angel investors on earlier stage and higher risk opportunities while opening co-investment opportunities to limited partners on larger, high-conviction investments. We expect Good Capital to supply us with interesting later stage investment opportunities as some of their early stage investments come to the market for additional rounds of financing.
Almost all our investee companies have either developed or grown their digital platform capabilities during the past year to better serve their clients in the current environment. Although we believe that there will be some shift back towards physical retail and provision of services, it is clear that the adoption of e-commerce and other digital platforms will continue to grow. We are optimistic for the prospects of our investee companies and we continue to work closely with them to ensure they are well placed to benefit from the ongoing recovery. With the unprecedented challenges that 2020 has brought, we are extremely pleased with and thankful to our business partners for their relentless dedication and ability to respond quickly to a very difficult environment that kept staff and customers safe while managing, and in many cases growing, their respective businesses. We would also like to thank our shareholders for their ongoing continued support through these unprecedented times.
Georges Gagnebin
Chairman, Symphony International Holdings Limited
Anil Thadani
Chairman, Symphony Asia Holdings Pte. Ltd.
19 March 2021
Investment Manager's Report
This "Investment Manager's Report" should be read in conjunction with the financial statements and related notes of the Company. The financial statements of the Company were prepared in accordance with the International Financial Reporting Standards ("IFRS") and are presented in U.S. dollars. The Company reports on each financial year that ends on 31 December. In addition to the Company's annual reporting, NAV and NAV per share are reported on a quarterly basis being the periods ended 31 March, 30 June, 30 September and 31 December. The Company's NAV reported quarterly is based on the sum of cash and cash equivalents, temporary investments, the fair value of unrealised investments (including investments in unconsolidated subsidiaries, associates and joint ventures) and any other assets, less any other liabilities. The financial results presented herein include activity for the period from 1 January 2020 through 31 December 2020, referred to as "the year ended 31 December 2020".
Our Business
Symphony is an investment company incorporated under the laws of the British Virgin Islands. The Company's shares were listed on the London Stock Exchange on 3 August 2007. Symphony's investment objective is to create value for shareholders through longer term strategic investments in high growth innovative consumer businesses, primarily in the healthcare, hospitality and lifestyle sectors (including education and branded real estate developments), which are expected to be fast growing sectors in Asia, as well as through investments in special situations and structured transactions.
Symphony's Investment Manager is Symphony Asia Holdings Pte. Ltd. ("SAHPL"). The Company entered into an Investment Management Agreement with SAHPL as the Investment Manager. Symphony Capital Partners Limited ("SCPL") is a service provider to the Investment Manager.
SAHPL's licence for carrying on fund management in Singapore is restricted to serving only accredited investors and/or institutional investors. Symphony is an accredited investor.
Investments
At 31 December 2020, the total amount invested by Symphony since admission to the Official List of the London Stock Exchange in August 2007 was US$581.56 million (2019: US$544.17 million). SIHL's total cost of its unrealised investment portfolio after taking into account shareholder loan repayments, redemptions, partial realisations, dividends and interest income was US$93.15 million at 31 December 2020, down from US$128.71 million a year earlier.
The change is due to (i) the partial realisation of MINT shares generating net proceeds of US$74.32 million that was partially offset by participation in MINT's rights issue amounting to US$8.79 million, which cumulatively increased proceeds (including partial realisations and dividend income) in excess of total cost for this investment to US$175.46 million at 31 December 2020, (ii) the full exit from IHH Healthcare Berhad (following sale of residual shares generating US$4.65 million in 2020), which resulted in the reversal of the proceeds (including partial realisations and dividend income) in excess of cost received for this investment at 31 December 2019 of US$33.27 million, (iii) distributions from land related realisations amounting to US$29.59 million, (iv) new and follow-on investments in unlisted investments amounting to US$28.60 million and (v) other unlisted investment realisations and interest income of US$2.30 million.
As at 31 December 2020, the healthcare, hospitality, lifestyle, lifestyle/real estate, logistics, education and other sector investments accounted for 29.17%, -188.36%, 92.31%, 72.60%, 45.24%, 24.15% and 24.88% of total cost of investments after taking into account shareholder loan repayments, redemptions, partial realisations, dividends and interest income, respectively. The negative net cost in the hospitality sector is due to partial realisations related to MINT that have generated proceeds in excess of cost.
The fair value of investments, excluding temporary investments, held by Symphony was approximately US$402.51 million at 31 December 2020, which compares to US$588.70 million a year earlier. This change comprised realisations (including shareholder loan repayments, redemptions, partial realisations, dividends and interest income) of US$110.87 million, a decline in the value of listed and unlisted investments by US$112.72 million and new and follow-on investments of US$37.39 million.
As at 31 December 2020, we had the following investments:
Minor International Public Company Limited
Minor International Public Company Limited ("MINT") is a diversified consumer business and is one of the largest hospitality and restaurant companies in the Asia-Pacific region. Anil Thadani (a Director of the Company) currently serves on MINT's board of directors. Sunil Chandiramani (a Director of the Company) currently serves as an advisor to MINT's board of directors. MINT is a company that is incorporated under the laws of Thailand and is listed on the Stock Exchange of Thailand.
MINT owns 375 hotels and manages 157 other hotels and serviced suites with 75,638 rooms. MINT owns and manages hotels in 55 countries predominantly under its own brand names that include Anantara, Oaks, NH Collection, NH Hotels, nhow, Elewana, AVANI, Per AQUUM and Tivoli.
As at 31 December 2020, MINT also owned and operated 2,370 restaurants (comprising 1,191 equity-owned outlets and 1,179 franchised outlets) under the brands The Pizza Company, Swensen's, Sizzler, Dairy Queen, Burger King, Beijing Riverside, Thai Express, Bonchon, Benihana and The Coffee Club amongst others. Approximately two-thirds of these outlets are in Thailand with the remaining number in other Asian countries, the Middle East and the United Kingdom. MINT's operations also include contract manufacturing and an international lifestyle consumer brand distribution business in Thailand focusing on fashion, cosmetics through retail (459 outlets), wholesale and direct marketing channels under brands that include Anello, Bossini, Esprit, Charles & Keith, OVS and Radley amongst others.
MINT reported a decline in core revenue, earnings before interest, tax, depreciation and amortisation ("EBITDA") and net profit (pre-TFRS16) of -53%, -138% and -367% in 2020 year-over-year, respectively. MINT's businesses, particularly hotel operations, have been severely impacted by the pandemic due to weaker demand and temporary closures. In 2020, core revenue from hotel and related services operations decreased by 65% compared to a year earlier. However, a solid recovery of hotel operations in the Maldives and management letting rights in Australia helped mitigate the full impact of the challenging operating environment.
At the end of 2020, MINT's total number of equity-owned and managed restaurants were 2,370, of which 67% were in Thailand with the remaining number located in 25 other countries. Revenue from MINT's food businesses declined by 15% in 2020 due to the challenging environment across key markets. There has been a positive improvement since the peak of the outbreak in second quarter of 2020 and together with cost cutting initiatives, MINT reported a 41% increase in fourth quarter EBITDA (pre-TFRS16) compared to the same period a year earlier. Management have stated the food business has reached pre-pandemic levels and their current focus is on growth going forward.
As a result of temporary periodic store closures, the retail trading business experienced a decrease in revenue. Although there has been an improvement towards the end of the year, weak consumer sentiment and political instability has hampered a full recovery in retail operations. Conversely, the contract manufacturing business reported strong year-over-year growth in the last quarter as demand for cleaning products from FMCG customers grew.
Symphony's gross investment cost in MINT increased to US$82.82 million (2019: US$74.02 million) at 31 December 2020 following participation in a rights issue. The net cost on the same date, after deducting partial realisations and dividends received, was (US$175.46 million) (2019: (US$109.93 million)). The negative net cost is due to the proceeds from partial realisations and dividends being in excess of cost for this investment. The fair value of Symphony's investment in MINT at 31 December 2020 was US$109.03 million (2019: US$277.83 million). The change in value of approximately US$168.80 million is due to the sale of 121.82 million shares during the year that generated net proceeds of US$74.32 million and a decline in the share price of MINT by 28.67%, which were partially offset by participation in a rights issue to subscribe to 15.90 million shares for US$8.79 million and receipt of 6.65 million bonus warrants to subscribe to shares in MINT. Subsequent to the year end, Symphony sold an additional 21.03 million shares that has generated net proceeds of US$20.89 million.
Minuet Limited
Minuet Ltd ("Minuet") is a joint venture between the Company and an established Thai partner. The Company has a direct 49% interest in the venture and is considering several development and/or sale options for the land owned by Minuet, which is located in close proximity to central Bangkok, Thailand. As at 31 December 2020, Minuet held approximately 211 rai (34 hectares) of land in Bangkok, Thailand.
The Company initially invested approximately US$78.30 million by way of an equity investment and interest-bearing shareholder loans. Since the initial investment by the Company, Minuet has received proceeds from rental income and partial land sales. As at 31 December 2020, the Company's investment cost (net of shareholder loan repayments) was approximately US$19.26 million (31 December 2019: US$32.12 million). The fair value of the Company's interest in Minuet on the same date was US$69.02 million (31 December 2018: US$80.29 million) based on an independent third party valuation of the land plus the net value of the other assets and liabilities of Minuet. The change in value of Symphony's interest by US$11.27 million is predominantly due to the sale of land by Minuet that resulted in distributions to Symphony of US$12.86 million and other minor movements in the assets and liabilities of Minuet.
Indo Trans Logistics Corporation
Indo Trans Logistics Corporation ("ITL") was founded in 2000 as a freight-forwarding company and has since grown to become Vietnam's largest independent integrated logistics company with a network that is spread across Vietnam, Cambodia, Laos, Myanmar, and Thailand. ITL has grown to national champion status in Vietnam with over 2,000 employees across its business units and joint ventures.
The logistics sector in Vietnam experienced some volatility as a result of the global pandemic and geopolitical concerns. In particular, the dislocations in the market led to lower cargo volumes and higher yields, which correspondingly affected ITL's top line while maintaining profitability, in-line pre-pandemic budgets. In September 2020, ITL completed an acquisition of South Logistics Joint Stock Company ("SoTrans") by increasing its interest from 55% to 97%. SoTrans is an inland port & container depot operator and sea freight forwarder with extensive real estate assets that will provide ITL with a more diversified business. The long-term outlook for the logistics sector in Vietnam is attractive with growing trade and onshoring by multinationals looking to build supply chain resilience. In addition, the development of SoTrans real estate portfolio is expected to unlock further value in the future
The Company acquired a significant minority interest in Indo Trans Logistics Corporation ("ITL") in June 2019 for US$42.64 million.
Property Joint Venture in Malaysia
The Company has a 49% interest in a property joint venture in Malaysia with an affiliate of Destination Resorts and Hotels Sdn Bhd, a hotel and destination resort investment subsidiary of Khazanah Nasional Berhad, the investment arm of the Government of Malaysia. The joint venture has developed a beachfront resort with private villas for sale on the south-eastern coast of Malaysia and that are branded and managed by One&Only Resorts ("O&O").
The development was officially launched in September 2020 and has received positive press and reviews. Despite travel restrictions, occupancy rates around the opening were ahead of budget and driven by domestic regional demand. Management have reported that bookings are strong, however government movement orders have periodically limited operations. Performance for the resort is expected gradually improve in 2021 as social distancing restrictions are reduced. Together with strong interest for the villas that are available for sale, incremental value is expected to be generated from this property in the coming years.
Symphony invested approximately US$58.78 million (2019: US$47.60 million) in the joint venture at 31 December 2020. The increase in funding during 2020 is due to rectification works prior to the opening of the resort and amounts payable in relation to the cancellation of the contract with the previous hotel management company, which is expected to provide future cost savings. The fair value for this investment based on an independent third-party valuation on the same date was US$35.30 million (2019: US$33.53 million). The marginal change in value from a year earlier is due to a 1.73% appreciation in the Malaysian ringgit and other minor movements in the assets and liabilities of the joint venture company.
Liaigre Group
The Liaigre Group ("Liaigre") was founded in 1985 in Paris and is a brand synonymous with discreet luxury, and has become one of the most sought-after luxury furniture brands, renowned for its minimalistic design style. Liaigre has a strong intellectual property portfolio and provides a range of bespoke furniture, lighting, fabric & leather, and accessories. In addition to operating a network of 25 showrooms in 11 countries across Europe, the US and Asia, Liaigre undertakes exclusive interior architecture projects for select yachts, hotels, and restaurants and private residences.
Liaigre's business was materially impacted by the pandemic, particularly its showroom operations. The temporary and forced closures due to social distancing restrictions reduced overall traffic to showrooms and reduced orders, particularly in the US, the EU and the UK. However, the more successful pandemic response in Asia facilitated a return to normal operations more quickly that allowed for orders to grow year-over-year. In particular, the new showroom in Shanghai has seen strong growth and now accounts for almost 50% of showroom orders in Asia. Liaigre has plans to further increase its presence in Asia to cater to the strong and growing demand for sophisticated luxury.
The Liaigre team have employed a variety of digital platforms to continue to engage with clients during the pandemic. This remote engagement has partly facilitated the growth in the pipeline of projects for Liaigre's renowned interior architecture business. With the larger and growing order book at the time of this report, the outlook for 2021 is increasingly positive.
Symphony, together with Navis Capital Partners and management, acquired Liaigre in June 2016 for an undisclosed sum. Symphony's investment cost is more than 5% of NAV and due to strategic concerns, specific valuation information has not been disclosed publicly.
IHH Healthcare Berhad
IHH Healthcare Berhad ("IHH") is one of the largest healthcare providers in the world by market capitalisation. Its portfolio of healthcare assets includes Parkway Holdings Limited, Pantai Holdings Berhad, International Medical University ("IMU"), Acibadem Saglik Yatirimlari Holding A.S. ("Acibadem") and Fortis Healthcare Limited ("Fortis"). IHH has a broad footprint of assets in Asia as well as Turkey, Abu Dhabi, Central and Eastern Europe that employs 65,000 people and operates over 15,000 licensed beds in 80 hospitals in ten countries worldwide.
Symphony exited IHH in stages and ceased to hold an interest at 31 December 2020 (2019: gross and net cost of US$ $50.11 million and (US$31.87 million), respectively). The negative net cost at 31 December 2019 is due to proceeds from partial realisations being in excess of cost for this investment. During 2020, Symphony sold its residual 3.49 million shares of IHH that generated net proceeds of US$4.65 million. Over a holding period of approximately 8-years, Symphony generated an annual compounded return rate of 11.2% and 1.8 times the cost of investment.
Other Investments
In addition to the investments above, Symphony has 12 additional non-material investments, at 31 December 2020. Pending investment in suitable opportunities, Symphony has placed funds in certain temporary investments.
Capitalisation and NAV
As at 31 December 2020, the Company had US$409.70 million (31 December 2019: US$409.70 million) in issued share capital and its NAV was approximately US$379.05 million (31 December 2019: US$503.37 million). Symphony's NAV is the sum of its cash and cash equivalents, temporary investments, the fair value of unrealised investments (including investments in subsidiaries, associates and joint ventures) and any other assets, less any other liabilities. The unaudited financial statements contained herein may not account for the fair value of certain unrealised investments. Accordingly, Symphony's NAV may not be comparable to the net asset value in the unaudited financial statements. The primary measure of SIHL's financial performance and the performance of its subsidiaries will be the change in Symphony's NAV per share resulting from changes in the fair value of investments.
Symphony was admitted to the Official List of the London Stock Exchange ("LSE") on 3 August 2007 under Chapter 14 of the Listing Manual of the LSE. The proceeds from the IPO amounted to US$190 million before issue expenses pursuant to which 190.0 million new shares were issued in the IPO. In addition to these 190.0 million shares and 94.9 million shares pre-IPO, a further 53.4 million shares were issued comprising of the subscription of 13.2 million shares by investors and SIHL's investment manager, the issue of 33.1 million bonus shares, and the issue of 7.1 million shares to SIHL's investment manager credited as fully paid raising the total number of issued shares to 338.3 million.
The Company issued 4,119,490 shares, 2,059,745 shares, 2,059,745 shares and 2,059,745 shares on 6 August 2010, 21 October 2010, 4 August 2011 and 23 October 2012, respectively, credited as fully paid, to the Investment Manager, Symphony Investment Managers Limited. The shares were issued as part of the contractual arrangements with the Investment Manager.
On 4 October 2012, SIHL announced a fully underwritten 0.481 for 1 rights issue at US$0.60 per new share to raise proceeds of approximately US$100 million (US$93 million net of expenses) through the issue of 166,665,997 million new shares, fully paid, that commenced trading on the London Stock Exchange on 22 October 2012.
As part of the contractual arrangements with the Investment Manager in the Investment Management Agreement, as amended, the Investment Manager was granted 82,782,691 and 41,666,500 share options to subscribe for ordinary shares at an exercise price of US$1.00 and US$0.60 on 3 August 2008 and 22 October 2012, respectively. The share options vest in equal tranches over a five-year period from the date of grant. As at 31 December 2018, 41,666,500 share options with an exercise price of US$0.60 had been exercised and all the 82,782,691 options had lapsed and expired. There were no share options outstanding at 31 December 2020.
During 2017, 43,525,000 shares were bought back and cancelled, as part of a share buyback programme announced on 16 January 2017. Together with the shares issued to the Investment Manager, the shares issued pursuant to the rights issue, shares issued pursuant to the exercise of options and shares cancelled pursuant to the share buyback programme, the Company's fully paid issued share capital was 513.4 million shares at 31 December 2020 (2019: 513.4 million shares).
Revenue and Other Operating Income
Management concluded during 2014 that the Company meets the definition of an investment entity and adopted IFRS 10, IFRS 12 and IAS 27 standards where subsidiaries are de-consolidated and their fair value is measured through profit or loss. As a result, revenue, such as dividend income, from underlying investments in subsidiaries is no longer consolidated.
During 2020, Symphony recognised other operating income of US$5.16 million, which mainly comprised foreign exchange gains from intercompany loans and reflects the weaker US dollar during the year. This compares to other operating income of US$0.78 million in 2019 which was comprised predominantly of loan interest and dividends from unconsolidated subsidiaries (predominantly relating to intercompany transactions).
Expenses
Other Operating Expenses
Other operating expenses include fees for professional services, interest expense, insurance, communication, travel, Directors' fees and other miscellaneous expenses and costs incurred for analysis of proposed deals. For the year ended 31 December 2020, other operating expenses amounted to US$1.92 million. This compares to other operating expenses of US$3.16 million in 2019. The difference is predominantly due to higher interest expenses of US$742,000 and foreign exchange losses of US$534,000 included in the expenses for 2019.
Management Fee
The management fee amounted to US$8.71 million for the year ended 31 December 2020 (2019: US$11.84 million). The management fee was calculated on the basis of 2.25% of NAV (with a floor and cap of US$8 million and US$15 million per annum, respectively) pursuant to the Investment Management Agreement for fees payable from 1 January to 30 September 2020. The Investment Manager announced a reduction in management fees effective with the fee payable on 1 October 2020 whereby the minimum fee or the floor was reduced from US$8 million to US$6 million. There is no other change to the fee calculation.
Liquidity and Capital Resources
At 31 December 2020, Symphony's cash balance was US$257,000 (31 December 2019: US$7.67 million). Symphony's primary uses of cash are to fund investments, pay expenses and to make distributions to shareholders, as declared by our board of directors. Symphony can generate additional cash from time-to-time from the sale of listed securities that are liquid and amount to US$109,026,000 (31 December 2019: US$282,494,000) and which are held through intermediate holding companies. Taking into account current market conditions, it is expected that Symphony has sufficient liquidity and capital resources for its operations. The primary sources of liquidity are capital contributions received in connection with the initial public offering of shares, related transactions and a rights issue (See description under "Capitalisation and NAV"), in addition to cash from investments that it receives from time to time and bank facilities.
This cash from investments is in the form of dividends on equity investments, payments of interest and principal on fixed income investments and cash consideration received in connection with the disposal of investments. Temporary investments made in connection with Symphony's cash management activities provide a more regular source of cash than less liquid longer-term and opportunistic investments, but generate lower expected returns. Other than amounts that are used to pay expenses, or used to make distributions to our shareholders, any returns generated by investments are reinvested in accordance with Symphony's investment policies and procedures. Symphony may enter into one or more credit facilities and/or utilise other financial instruments from time to time with the objective of increasing the amount of cash that Symphony has available for working capital or for making opportunistic or temporary investments. At 31 December 2020, the Company had total interest-bearing borrowings of US$2.73 million (31 December 2019: US$72.88 million). The bank debt is secured by listed securities held by the Company.
Principal Risks
The Company's and the Company's investment management team's past performance is not necessarily indicative of the Company's future performance and any unrealised values of investments presented in this document may not be realised in the future.
The Company is not structured as a typical private equity vehicle (it is structured as a permanent capital vehicle), and thus may not have a comparable investment strategy. The investment opportunities for the Company are more likely to be as a long-term strategic partner in investments, which may be less liquid and which are less likely to increase in value in the short term.
The Company's organisational, ownership and investment structure may create certain conflicts of interests (for example in respect of the directorships, shareholdings or interests, including in portfolio companies that some of the Directors and members of the Company's investment management team may have). In addition, neither the Investment Manager nor any of its affiliates owes the Company's shareholders any fiduciary duties under the Investment Management Agreement between, inter alia, the Company and the Investment Manager. The Company cannot assume that any of the foregoing will not result in a conflict of interest that will have a material adverse effect on the business, financial condition and results of operations.
The Company is highly dependent on the Investment Manager, the Key Persons (as defined in the Investment Management Agreement) and the other members of the Company's investment management team and the Company cannot assure shareholders that it will have continued access to them or their undivided attention, which could affect the Company's ability to achieve its investment objectives.
The Investment Manager's remuneration is based on the Company's NAV (subject to minimum and maximum amounts) and is payable even if the NAV does not increase, which could create an incentive for the Investment Manager to increase or maintain the NAV in the short term (rather than the long-term) to the potential detriment of Shareholders.
The Company's investment policies contain no requirements for investment diversification and its investments could therefore be concentrated in a relatively small number of portfolio companies in the Healthcare, Hospitality, Lifestyle (including branded real estate developments), logistics and education sectors predominantly in Asia.
The Company has made, and may continue to make, investments in companies in emerging markets, which exposes it to additional risks (including, but not limited to, the possibility of exchange control regulations, political and social instability, nationalisation or expropriation of assets, the imposition of taxes, higher rates of inflation, difficulty in enforcing contractual obligations, fewer investor protections and greater price volatility) not typically associated with investing in companies that are based in developed markets.
Furthermore, the Company has made, and may continue to make, investments in portfolio companies that are susceptible to economic recessions or downturns. Such economic recessions or downturns may also affect the Company's ability to obtain funding for additional investments.
The Company's investments include investments in companies that it does not control and/or made with other co-investors for financial or strategic reasons. Such investments may involve risks not present in investments where the Company has full control or where a third party is not involved. For example, there may be a possibility that a co-investor may have financial difficulties or become bankrupt or may at any time have economic or business interests or goals which are inconsistent with those of the Company or may be in a position to take or prevent actions in a manner inconsistent with the Company's objectives. The Company may also be liable in certain circumstances for the actions of a co-investor with which it is associated. In addition, the Company holds a non-controlling interest in certain investments, and therefore, may have a limited ability to protect its position in such investments.
A number of the Company's investments are currently, and likely to continue to be, illiquid and/ or may require a long-term commitment of capital. The Company's investments may also be subject to legal and other restrictions on resale. The illiquidity of these investments may make it difficult to sell investments if the need arises.
The Company's real estate related investments may be subject to the risks inherent in the ownership and operation of real estate businesses and assets. A downturn in the real estate sector or a materialization of any of the risks inherent in the real estate business and assets could materially adversely affect the Company's real estate investments. The Company's portfolio companies also anticipate selling a significant proportion of development properties prior to completion. Any delay in the completion of these projects may result in purchasers terminating off-plan sale agreements and claiming refunds, damages and/or compensation.
The Company is exposed to foreign exchange risk when investments and/ or transactions are denominated in currencies other than the U.S. dollar, which could lead to significant changes in the net asset value that the Company reports from one quarter to another.
The Company's investment policies and procedures (which incorporate the Company's investment strategy) provide that the Investment Manager should review the Company's investment policies and procedures on a regular basis and, if necessary, propose changes to the Board when it believes that those changes would further assist the Company in achieving its objective of building a strong investment base and creating long term value for its Shareholders. The decision to make any changes to the Company's investment policy and strategy, material or otherwise, rests with the Board in conjunction with the Investment Manager and Shareholders have no prior right of approval for material changes to the Company's investment policy.
Investments in connection with special situations and structured transactions typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors' actions and market conditions, as well as general economic downturns. Investments that fall into this category tend to have relatively short holding periods and entail little or no participation in the board of the company in which such investments may be made. Special situations and structured transactions in the form of fixed debt investments also carry an additional risk that an increase in interest rates could decrease their value.
The Company's current investment policies and procedures provide that it may invest an amount of no more than 30% of its total assets in special situations and structured transactions which, although they are not typical longer-term investments, have the potential to generate attractive returns and enhance the Company's net asset value. Following the Company's investment, it may be that the proportion of its total assets invested in longer-term investments falls below 70% and the proportion of its total assets invested in special situations and structured transactions exceeds 30% due to changes in the valuations of the assets, over which the Company has no control.
Pending the making of investments, the Company's capital will need to be temporarily invested in liquid investments and managed by a third-party investment manager of international repute or held on deposit with commercial banks before they are invested. The returns that temporary investments are expected to generate and the interest that the Company will earn on deposits with commercial banks will be substantially lower than the returns that it anticipates receiving from its longer-term investments or special situations and structured transactions.
In addition, while the Company's temporary investments will be relatively conservative compared to its longer- term investments or special situations and structured transactions, they are nevertheless subject to the risks associated with any investment, which could result in the loss of all or a portion of the capital invested.
The Investment Manager has identified but has not yet contracted to make further potential investments. The Company cannot guarantee shareholders that any or all of these prospective investments will take place in the future.
The market price of the Company's shares may fluctuate significantly and shareholders may not be able to resell their shares at or above the price at which they purchased them.
The Company's shares are currently trading, and have in the past traded, and could in the future trade, at a discount to NAV for a variety of reasons, including due to market conditions. The only way for shareholders to realise their investment is to sell their shares for cash. Accordingly, in the event that a shareholder requires immediate liquidity, or otherwise seeks to realise the value of his investment through a sale, the amount received by the shareholder upon such sale may be less than the underlying NAV of the shares sold.
The Company could be materially adversely affected by the widespread outbreak of infectious disease or other public health crises (or by the fear or imminent threat thereof), including the current COVID-19 pandemic. Public health crises such as SARS, H1N1/09 flu, avian flu, Ebola, and the current COVID-19 pandemic, together with any related containment or other remedial measures undertaken or imposed, could have a material and adverse effect on the Company including by (i) disrupting or otherwise materially adversely affecting the human capital, business operations or financial resources of the Company, the Company's portfolio companies, the Investment Manager or service providers and (ii) adversely affect the ability, or the willingness, of a party to perform its obligations under its contracts and lead to uncertainty over whether such failure to perform (or delay in performing) might be excused under so-called "material adverse change," force majeure and similar provisions in such contracts that could cause a material impact to the Company, the Company's portfolio companies, the Investment Manager or service providers and (iii) severely disrupting global, national and/or regional economies and financial markets and precipitating an economic downturn or recession that could materially adversely affect the value and performance of the Company's shares.
ANIL THADANI
Chairman, Symphony Asia Holdings Pte. Ltd.
19 March 2021
Symphony International Holdings Limited
Unaudited condensed statement of financial position
As at 31 December 2020
|
|
Note |
2020 |
2019 |
|
|
|
US$'000 |
US$'000 |
|
Non-current assets |
|
|
|
|
Financial assets at fair value through profit or loss |
9 |
381,949 |
569,339 |
|
Prepayment |
|
* |
- |
|
|
|
381,949 |
569,339 |
|
Current assets |
|
|
|
|
Other receivables and prepayments |
|
73 |
69 |
|
Cash and cash equivalents |
|
257 |
7,671 |
|
|
|
330 |
7,740 |
|
Total assets |
|
382,279 |
577,079 |
|
|
|
|
|
|
Equity attributable to equity holders |
|
|
|
|
Share capital |
|
409,704 |
409,704 |
|
Accumulated (losses)/profits |
|
(30,645) |
93,945 |
|
Total equity carried forward |
|
379,059 |
503,649 |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
Interest-bearing borrowings |
|
2,730 |
72,879 |
|
Other payables |
|
490 |
551 |
|
Total liabilities |
|
3,220 |
73,430 |
|
Total equity and liabilities |
|
382,279 |
577,079 |
* Less than US$1,000
Symphony International Holdings Limited
Unaudited condensed statement of comprehensive income
For the financial year ended 31 December 2020
|
|
Note |
2020 |
2019 |
|
|
|
US$'000 |
US$'000 |
|
|
|
|
|
|
Other operating income |
7 |
5,156 |
784 |
|
Other operating expenses |
8 |
(1,923) |
(3,156) |
|
Management fees |
|
(8,712) |
(11,839) |
|
Loss before investment results and income tax |
|
(5,479) |
(14,211) |
|
Loss on disposal of financial assets at fair value through profit or loss |
|
- |
(410) |
|
Fair value changes in financial assets at fair value |
9 |
(119,111) |
43,533 |
|
(Loss)/Profit before income tax |
|
(124,590) |
28,912 |
|
Income tax expense |
|
- |
* |
|
(Loss)/Profit for the year |
|
(124,590) |
28,912 |
|
Other comprehensive income for the year, net of tax |
|
- |
- |
|
Total comprehensive income for the year |
|
(124,590) |
28,912 |
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
US Cents |
US Cents |
|
|
|
|
|
|
Basic |
11 |
(24.27) |
5.63 |
|
Diluted |
|
(24.27) |
5.63 |
* Less than US$1,000
Symphony International Holdings Limited
Unaudited condensed statement of changes in equity
For the financial year ended 31 December 2020
|
|
Share |
Accumulated profits/(losses) |
Total |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
At 1 January 2019 |
409,704 |
83,001 |
492,705 |
|
|
|
|
|
|
Total comprehensive income for the year |
- |
28,912 |
28,912 |
|
|
|
|
|
|
Transactions with owners of the Company, recognised directly in equity |
|
|
|
|
Contributions by and distributions to owners |
|
|
|
|
Dividend paid of US$ 0.035 per share |
- |
(17,968) |
(17,968) |
|
Total transaction with owners of the Company |
- |
(17,968) |
(17,968) |
|
|
|
|
|
|
At 31 December 2019 |
409,704 |
93,945 |
503,649 |
|
|
|
|
|
|
At 1 January 2020 |
409,704 |
93,945 |
503,649 |
|
|
|
|
|
|
Total comprehensive income for the year |
- |
(124,590) |
(124,590) |
|
|
|
|
|
|
At 31 December 2020 |
409,704 |
(30,645) |
379,059 |
Symphony International Holdings Limited
Unaudited condensed statement of cash flows
For the financial year ended 31 December 2020
|
|
|||
|
|
|
2020 |
2019 |
|
|
|
US$'000 |
US$'000 |
|
Cash flows from operating activities |
|
|
|
|
(Loss)/P rofit before income tax |
|
(124,590) |
28,912 |
|
Adjustments for: |
|
|
|
|
Dividend income |
|
- |
(231) |
|
Exchange (gain)/ loss, net |
|
(5,126) |
534 |
|
Interest income |
|
(28) |
(553) |
|
Interest expense |
|
647 |
1,389 |
|
Loss on disposal of financial assets at fair value through profit or loss |
|
- |
410 |
|
Fair value changes in financial assets at fair value through profit or loss |
|
119,111 |
(43,533) |
|
|
|
(9,986) |
(13,072) |
|
Changes in: |
|
|
|
|
- Other receivables and prepayments |
|
(15) |
* |
|
- O ther payables |
|
72 |
60 |
|
|
|
(9,929) |
(13,012) |
|
Interest received (net of withholding tax) |
|
40 |
556 |
|
Net cash used in operating activities |
|
(9,889) |
(12,456) |
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Net proceeds received from/(provided to) unconsolidated subsidiaries |
|
73,670 |
(48,334) |
|
Purchase of investments |
|
(260) |
- |
|
Net proceeds received from financial assets at fair value through profit and loss |
|
- |
8,654 |
|
Net cash from/(used in) investing activities |
|
73,410 |
(39,680) |
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Interest paid |
|
(770) |
(1,268) |
|
Dividend paid |
|
- |
(17,968) |
|
(Repayment of)/Proceeds from borrowings |
|
(70,146) |
67,483 |
|
Net cash (used in)/from financing activities |
|
(70,916) |
48,247 |
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
(7,395) |
(3,889) |
|
Cash and cash equivalents at 1 January |
|
7,671 |
11,538 |
|
Effect of exchange rate fluctuations |
|
(19) |
22 |
|
Cash and cash equivalents at 31 December |
|
257 |
7,671 |
|
|
|
|
|
* Less than US$1,000
Significant non-cash transactions
During the financial year ended 31 December 2019 , the Company received dividends of US$231,000 from its unconsolidated subsidiaries of which US$231,000 was set off against the non-trade amounts due to the unconsolidated subsidiaries.
These notes form an integral part of the unaudited condensed financial statements
1 Reporting entity
Symphony International Holdings Limited (the "Company") is a company domiciled in the British Virgin Islands.
2 Statement of compliance
The accounting policies applied by the Company in these condensed financial statements are the same as those applied by the Company in its financial statements as at and for the year ended
31 December 2019, except for the adoption of the following new accounting standards, amendments to and interpretations effective for annual periods beginning on 1 January
2020
:
· Amendments to References to Conceptual Framework in IFRS Standards
· Amendments to IFRS 3 Definition of a Business
· Amendments to IAS 1 and IAS 8 Definition of Material
· Amendments to IFRS 9, IAS 39 and IAS 7 Interest Rate Benchmark Reform
The application of the above standards and interpretations did not have a material effect on the financial statements.
These unaudited condensed financial statements were approved by the Board of Directors on 19 March 2021.
3 Basis of preparation
The financial statements have been prepared on a fair value basis, except for certain items which are measured on a historical cost basis. The financial statements are presented in thousands of United States dollars (US$'000), which is the Company's functional currency, unless otherwise stated.
4 Going concern
As at 31 December 2020 , the Company's current liabilities exceeded its current assets by US$ 2,890,000 ( 2019 : US$65,690,000). The Company, through its wholly own subsidiaries, holds listed securities amounting to US$109,027,000 ( 2019 : US$ US$282,494,000). These listed securities are liquid and can therefore be sold from time-to-time to generate additional cash to settle any existing and ongoing liabilities of the Company. The directors are therefore confident that the use of the going concern assumption for the preparation of these unaudited condensed financial statements for the year ended 31 December 2020 remains appropriate.
5 Estimates and judgement
The preparation of these unaudited condensed financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
In preparing these unaudited condensed financial statements, the significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the financial statements as at and for the year ended 31 December 2019, except for the effects of the Coronavirus (COVID-19) pandemic described below.
COVID-19 pandemic
The COVID-19 pandemic has increased the estimation uncertainty in the preparation of these condensed financial statements.
The estimation uncertainty is associated with:
• the extent and duration of the expected economic downturn and subsequent recovery. This includes the impacts on liquidity, increasing unemployment, declines in consumer spending and forecasts for key economic factors;
• the extent and duration of the disruption to business arising from the containment measures by governments, businesses and consumers to contain the spread of the virus; and
• the effectiveness of government and central bank measures that have and will be put in place to support businesses and consumers through this disruption and economic downturn.
The Company has developed accounting estimates based on forecasts of economic conditions which reflect expectations and assumptions as at 31 December 2020 about future events that management believes are reasonable in the circumstances.
There is a considerable degree of judgement involved in preparing forecasts. The underlying assumptions are also subject to uncertainties which are often outside the control of the Company. Accordingly, actual economic conditions are likely to be different from those forecast since anticipated events frequently do not occur as expected, and the effect of those differences may significantly impact accounting estimates included in these financial statements. The significant accounting estimate impacted by these forecasts and associated uncertainties is predominantly related to financial assets at fair value through profit or loss.
The impact of the COVID-19 pandemic on financial assets at fair value through profit or loss is discussed further in note 10.
6 Financial risk management
The Company's financial risk management objectives and policies are consistent with those disclosed in the financial statements as at and for the year ended 31 December 2019.
7 Other operating income
|
| 2020 | 2019 |
|
| US$'000 | US$'000 |
|
|
|
|
Dividend received |
| - | 231 |
Interest income |
| 28 | 553 |
Other income |
| 2 | * |
Exchange gain, net |
| 5,126 | - |
|
| 5,156 | 784 |
* Less than US$1,000
8 Other operating expenses
|
| 2020 | 2019 |
|
| US$'000 | US$'000 |
|
|
|
|
Exchange loss, net |
| - | 534 |
Non-executive director remuneration |
| 400 | 384 |
General operating expenses |
| 1,523 | 2,238 |
|
| 1,923 | 3,156 |
9 Financial assets at fair value through profit or loss
During the financial year ended 31 December 2020, the Company recognised changes in the financial assets at fair value through profit and loss of a loss of US$119,111,000 (31 December 2019: gain of US$43,533,000).
10 Financial instruments
Carrying amounts versus fair values
The fair values of financial assets and financial liabilities, together with the carrying amounts in the unaudited condensed statement of financial position, are as follows. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
| Carrying amount |
| |||
| Fair value through | Amortised cost | Other financial liabilities | Total | Fair value |
| US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
31 December 2020 |
|
|
|
|
|
Financial assets measured at |
|
|
|
|
|
Financial assets at fair value through profit or loss | 381,949 | - | - | 381,949 | 381,949 |
Financial assets not measured |
|
|
|
|
|
Other receivables1 | - | 1 | - | 1 |
|
Cash and cash equivalents | - | 257 | - | 257 |
|
| 381,949 | 258 | - | 382,207 |
|
Financial liabilities not measured at fair value |
|
|
|
|
|
Interest-bearing borrowings | - | - | (2,730) | (2,730) |
|
Other payables | - | - | (490) | (490) |
|
| - | - | (3,220) | (3,220) |
|
|
|
|
|
|
|
31 December 2019 |
|
|
|
|
|
Financial assets measured at |
|
|
|
|
|
Financial assets at fair value through profit or loss | 569,339 | - | - | 569,339 | 569,339 |
Financial assets not measured |
|
|
|
|
|
Other receivables1 | - | 11 | - | 11 |
|
Cash and cash equivalents | - | 7,671 | - | 7,671 |
|
| 569,339 | 7,682 | - | 577,021 |
|
Financial liabilities not measured at fair value |
|
|
|
|
|
Interest-bearing borrowings | - | - | (72,879) | (72,879) |
|
Other payables | - | - | (551) | (551) |
|
| - | - | (73,430) | (73,430) |
|
|
|
|
|
|
|
1 Excludes prepayments
Quoted investments
Fair value is based on quoted market bid prices at the reporting date without any deduction for transaction costs.
Unquoted investments
The fair value of unquoted equity investments including joint ventures and associates are 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, and (e) discounted cash flows analysis.
Other financial assets and liabilities
The notional amounts of financial assets and liabilities with a maturity of less than one year or which reprice frequently (including other receivables, cash and cash equivalents, other payables, and interest-bearing borrowings) are assumed to approximate their fair values because of the short period to maturity/repricing.
The objective of valuation techniques is to arrive at a fair value measurement that reflects the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date.
Fair value hierarchy for financial instruments
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
· Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments.
· Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are not considered active; or other valuation techniques in which all significant inputs are directly or indirectly observable from market data.
· Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique includes input not based on observable data and the unobservable inputs have a significant effect on the instruments' valuation. This category includes instruments that are valued based on quoted prices for similar instruments but for which significant unobservable adjustments or assumptions are required to reflect differences between instruments.
| Level 1 | Level 2 | Level 3 | Total |
| US$'000 | US$'000 | US$'000 | US$'000 |
31 December 2020 |
|
|
|
|
Financial assets at fair value through profit or loss | - | - | 381,949 | 381,949 |
|
|
|
|
|
| Level 1 | Level 2 | Level 3 | Total |
| US$'000 | US$'000 | US$'000 | US$'000 |
31 December 2019 |
|
|
|
|
Financial assets at fair value through profit or loss | - | - | 569,339 | 569,339 |
|
|
|
|
|
Significant unobservable inputs used in measuring fair value
This table below sets out information about significant unobservable inputs used at 31 December 2020 in measuring the underlying investments of the financial assets categorised as Level 3 in the fair value hierarchy excluding investments purchased during the year that are valued at transaction prices as they are reasonable approximation of fair values and ultimate investments in listed entities.
Description | Fair value at 31 December 2020 | Fair value at 31 December 2019 | Valuation technique | Unobservable input | Range (Weighted average) | Sensitivity to changes in |
US$'000 | US$'000 | |||||
|
|
|
|
|
|
|
Rental properties | 8,093 | 8,804 | Income approach | Rental growth rate Occupancy rate
Discount rate | 0%-9% (2019: 0%-6%) 80%-90% (2019: 80%-90%) 13%-13.5% (2019: 13%-13.5%) | The estimated fair value would increase if the rental growth rate and occupancy rate were higher and the discount rate was lower. |
|
|
|
|
|
|
|
Land related investments | 111,189 | 137,044 | Comparable valuation method | Price per square meter for comparable land | US$28 to US$4,358per square meter (2019: US$76 to US$4,143 per square meter) | The estimated fair value would increase if the price per square meter was higher. |
|
|
|
|
|
|
|
Operating business | 133,908 | 33,415 | Enterprise value using comparable traded multiples, adjusted net asset value or option pricing model | EBITDA multiple (times) | 3.2x to 71.4x, median 12.6x (2019: 3.0x to 19.4x, median 9.1x)
| The estimated fair value would increase if the EBITDA multiple was higher. |
|
|
| Revenue multiple (times) | 0.6x to 5.1x, median 1.3x (2019: N/A) | The estimated fair value would increase if the Revenue multiple was higher. | |
|
|
|
|
|
| |
|
|
| Discount for lack of marketability | 25% (2019: 25%) | The estimated fair value would increase if the discount for lack of marketability was lower. | |
|
|
|
|
|
| |
|
|
| Discount to tangible assets for lack of liquidity | 25% to 100%, (2019: 25% to 100%,) | The estimated fair value would increase if the discount was lower. |
Description | Fair value at 31 December 2020 | Fair value at 31 December 2019 | Valuation technique | Unobservable input | Range (Weighted average) | Sensitivity to changes in |
US$'000 | US$'000 | |||||
Operating business (continued) |
|
|
| Volatility | 40-43% | The estimated fair value would increase if volatility was higher
|
|
|
|
|
|
|
|
|
|
|
| Risk-free rate | 3%-5.9% | The estimated fair value would increase if risk free rate was lower |
|
|
|
|
|
|
|
Greenfield business held for more than 12-months | 11,851 | 23,484 | Discounted cashflow method | Revenue growth
Expense ratio
Weighted average cost of capital ("WACC")
| 3.5%-61.5% (2019: 3.8%-56.0%) 74.7%-102.4% (2019: 73.7%-102.5%) 12.0% (2019: 10.7%) | The estimated fair value would increase if the revenue growth increases, expenses ratio decreases, and WACC was lower. |
The rental growth rate represents the growth in rental income during the leasehold period while the occupancy rates represent the percentage of the building that is expected to be occupied during the leasehold period. Management adopt a valuation report produced by an independent valuer that determines the rental growth rate and occupancy rate after considering the current market conditions and comparable occupancy rates for similar buildings in the same area.
The discount rate is related to the current yield on long-term government bonds plus a risk premium to reflect the additional risk of investing in the subject properties. Management adopt a valuation report produced by an independent valuer that determines the discount based on the independent valuers judgement after considering current market rates.
The comparable recent sales represent the recent sales prices of properties that are similar to the Company's properties, which are in the same area. Management adopt a valuation report produced by an independent valuer to determine the value per square meter based on the average recent sales prices.
The EBITDA multiple represents the amount that market participants would use when pricing investments. The EBITDA multiple is selected from comparable public companies with similar business as the underlying investment. Management obtains the median EBITDA multiple from the comparable companies and applies the multiple to the EBITDA of the underlying investment. The amount is further discounted for considerations such as lack of marketability.
The revenue multiple represents the amount that market participants would use when pricing investments. The revenue multiple is selected from comparable public companies with similar business as the underlying investment. Management obtains the median revenue multiple from the comparable companies and applies the multiple to the revenue of the underlying investment. The amount is further discounted for considerations such as lack of marketability.
The discount for lack of marketability represents the discount applied to the comparable market multiples to reflect the illiquidity of the investee relative to the comparable peer group. Management determines the discount for lack of marketability based on its judgement after considering market liquidity conditions and company-specific factors.
Where an EBITDA multiple is not available, the net assets may be used as a proxy for fair value of an underlying investment. In such instances, a discount to certain tangible assets, including inventory, trade receivables and fixed assets are taken for lack of liquidity to arrive at an adjusted net asset value.
The option pricing model uses distribution allocation for each equity instrument at different valuation breakpoints, taking into consideration the different rights / terms of each instrument. An option pricing computation is done using a Black Scholes Model at different valuation breakpoints (strikes) using market volatility and risk-free rate parameters.
The revenue growth represents the growth in sales of the underlying business and is based on the operating management team's judgement on the change of various revenue drivers related to the business from year-to-year. The expense ratio is based on the judgement of the operating management team after evaluating the expense ratio of comparable businesses and is a key component in deriving EBITDA and free cash flow for the greenfield business. The free cashflow is discounted at the weighted average cost of capital to derive the enterprise value of the greenfield business. Net debt is then deducted to arrive at an equity value for the business. Weighted cost of capital is derived after adopting independent market quotes or reputable published research-based inputs for the risk-free rate, market risk premium, small cap premium and cost of debt.
The investment entity approach requires the presentation and fair value measurement of immediate investments; the shares of intermediate holding companies are not listed. However, ultimate investments in listed entities amounting to US$109,027,000 (2019: US$282,494,000) are held through intermediate holding companies; the value of these companies are mainly determined by the fair values of the ultimate investments.
Level 3 valuations
The following table shows a reconciliation from the beginning balances to the ending balances for fair value measurements in Level 3 of the fair value hierarchy.
| 2020 | 2019 |
| Financial assets at fair value through profit or loss | |
| US$'000 | US$'000 |
|
|
|
Balance at 1 January | 569,339 | 486,790 |
Fair value changes in profit or loss | (119,111) | 43,533 |
Net (repayment from)/payment to unconsolidated subsidiaries | (74,808) | 48,080 |
Additions/(Disposal) | 6,529 | (9,064) |
Balance at 31 December | 381,949 | 569,339 |
Sensitivity analysis
Although the Company believes that its estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value. For fair value measurements in Level 3 assets, changing one or more of the assumptions used to reasonably possible alternative assumptions would have effects on the profit or loss by the amounts shown below. The effect of the COVID-19 pandemic has meant that the range of reasonably possible changes is wider for the 2020 figures than for the comparative year.
| ‹---- 31 December 2020 ----› | ‹---- 31 December 2019 ----› | ||
| Effect on profit or loss | Effect on profit or loss | ||
| Favourable | (Unfavourable) | Favourable | (Unfavourable) |
| US$'000 | US$'000 | US$'000 | US$'000 |
|
|
|
|
|
Level 3 assets | 72,267 | (56,134) | 38,607 | (41,458) |
The favourable and unfavourable effects of using reasonably possible alternative assumptions have been calculated by recalibrating the valuation model using a range of different values.
For rental properties, the projected rental rates and occupancy levels were increased by 10% (2019: 5%) for the favourable scenario and reduced by 10% (2019: 5%) for the unfavourable scenario. The discount rate used to calculate the present value of future cash flows was also decreased by 2% (2019: 1%) for the favourable case and increased by 2% (2019: 1%) for the unfavourable case compared to the discount rate used in the year-end valuation.
For land related investments (except those held for less than 12-months where cost represents the most reliable estimate of fair value in the absence of significant developments since the transaction), which are valued on comparable transaction basis by third party valuation consultants, the fair value of the land is increased by 20% (2019: 15%) in the favourable scenario and reduced by 20% (2019: 15%) in the unfavourable scenario.
For operating businesses (except those where a last transacted price exists within the past 12-months that provides the basis for fair value) that are valued on a trading comparable basis using enterprise value to earnings before interest, tax, depreciation and amortisation ("EBITDA") or revenue, EBITDA is increased by 20% (2019: 15%) and decreased by 20% (2019: 15%) and revenue is increased by 20% (2019: Nil) and decreased by 20% (2019: Nil) in the favourable and unfavourable scenarios respectively. Similarly, where adjusted net tangible assets are used, the value is increased by 20% (2019: 15%) and decreased by 20% (2019: 15%) in the favourable and unfavourable scenarios.
For operating business that are valued using an option pricing model, the volatility is increased by 10% (2019: Nil) and the risk-free rate is reduced by 2% (2019: Nil) in the favourable scenario. The volatility is reduced by 10% (2019: Nil) and the risk-free rate is increased by 2% (2019: Nil) in the unfavourable scenario.
For greenfield businesses (except those where a last transacted price exists within the past 12-months) that are valued using a discounted cashflow, the revenue growth rate is increased by 2% (2019: 1%), the expense ratio rate is decreased by 10% (2019: 5%) and the WACC is reduced by 2% (2019: 1%) in the favourable scenario. Conversely, in the unfavourable scenario, the revenue growth rate is reduced by 2% (2019: 1%), the expense ratio rate is increased by 10% (2019: 5%) and the WACC is increased by 2% (2019: 1%).
11 Earnings per share
|
| 2020 | 2019 |
|
| US$'000 | US$'000 |
Basic and diluted earnings per share are based on: |
|
|
|
(Loss)/Profit for the year attributable to ordinary shareholders |
| (124,590) | 28,912 |
|
|
|
|
Basic and diluted earnings per share
|
| Number of shares 2020 | Number of shares 2019 |
|
|
|
|
Issued ordinary shares at 1 January and 31 December |
| 513,366,198 | 513,366,198 |
|
|
|
|
Weighted average number of shares (basic and diluted) |
| 513,366,198 | 513,366,198 |
At 31 December 2020 and 31 December 2019, there were no outstanding share options to subscribe for ordinary shares of no par value.
12 Operating segments
The Company has investment segments, as described below. Investment segments are reported to the Board of Directors of Symphony Asia Holdings Pte. Ltd., the Investment Manager, who review this information on a regular basis.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
Business activities which do not meet the definition of an operating segment have been reported in the reconciliations of total reportable segment amounts to the financial statements.
The following summary describes the investments in each of the Company's reportable segments.
|
|
Healthcare | Includes investments in IHH Healthcare Bhd (IHH), ASG Hospital Private Limited (ASG) and Soothe Healthcare Private Limited (Soothe) |
|
|
Hospitality | Minor International Public Company Limited (MINT) |
|
|
Lifestyle | Includes investments inChanintr Living Ltd. (Chanintr), the Wine Connection Group (WCG) and Liaigre Group (Liaigre) |
|
|
Lifestyle/Real Estate | Includes investments in Minuet Ltd, SG Land Co. Ltd., a property joint venture in Niseko, Hokkaido, Japan, Desaru Peace Holdings Sdn Bhd and a villa in Phuket, Thailand |
|
|
Education | Includes WCIB International Co. Ltd. (WCIB) and Creative Technology Solutions DMCC (CTS) |
|
|
Logistics | Indo Trans Logistics Corporation |
|
|
Other | Includes Smarten Spaces Pte. Ltd. (Smarten), Good Capital Partners and Good Capital Fund I (collectively, Good Capital), August Jewellery Pvt Ltd (Melorra) and Epic Games |
|
|
Cash and temporary investments | Includes government securities or other investment grade securities, liquid investments which are managed by third party investment managers of international repute, and deposits placed with commercial banks |
|
|
Information on reportable segments
|
|
Healthcare |
Hospitality |
Education |
Lifestyle |
Lifestyle/ real estate |
Logistics |
Cash and temporary investments |
Others |
Total |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
31 December 2020 |
|
|
|
|
|
|
|
|
|
|
Investment income |
|
|
|
|
|
|
|
|
|
|
- Interest income |
- |
- |
- |
- |
5 |
- |
23 |
- |
28 |
|
- Other income |
- |
- |
- |
- |
- |
- |
2 |
- |
2 |
|
- Exchange gain, net |
2 |
* |
2 |
3,685 |
1,362 |
1 |
72 |
2 |
5,126 |
|
|
2 |
* |
2 |
3,685 |
1,367 |
1 |
97 |
2 |
5,156 |
|
|
|
|
|
|
|
|
|
|
|
|
Fair value changes of financial assets at fair value through profit or loss |
2,775 |
(103,501) |
(16,446) |
(3,969) |
(13,685) |
11,487 |
2 |
4,226 |
(119,111) |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment results |
2,777 |
(103,501) |
(16,444) |
(284) |
(12,318) |
11,488 |
99 |
4,228 |
(113,955) |
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2019 |
|
|
|
|
|
|
|
|
|
|
Investment income |
|
|
|
|
|
|
|
|
|
|
- Dividend income |
- |
- |
- |
- |
- |
- |
231 |
- |
231 |
|
- Interest income |
- |
- |
- |
- |
24 |
378 |
151 |
- |
553 |
|
|
- |
- |
- |
- |
24 |
378 |
382 |
- |
784 |
|
Investment expenses - Exchange loss, net |
95 |
* |
1 |
(1,058) |
411 |
* |
16 |
1 |
(534) |
|
- Loss on disposal of financial assets at fair value through profit or loss |
- |
- |
- |
- |
- |
- |
(231) |
(179) |
(410) |
|
|
95 |
* |
1 |
(1,058) |
411 |
* |
(215) |
(178) |
(944) |
|
|
|
|
|
|
|
|
|
|
|
|
Fair value changes of financial assets at fair value through profit or loss |
219 |
42,018 |
5,770 |
(22,232) |
17,396 |
(281) |
(152) |
795 |
43,533 |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment results |
314 |
42,018 |
5,771 |
(23,290) |
17,831 |
97 |
15 |
617 |
43,373 |
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2020 |
|
|
|
|
|
|
|
|
|
|
Segment assets |
30,258 |
109,239 |
12,466 |
33,166 |
119,283 |
54,155 |
268 |
23,371 |
382,206 |
|
|
|
|
|
|
|
|
|
|
|
|
Segment liabilities |
- |
- |
- |
- |
- |
- |
(2,730) |
- |
(2,730) |
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2019 |
|
|
|
|
|
|
|
|
|
|
Segment assets |
28,301 |
278,019 |
25,086 |
33,415 |
145,848 |
42,641 |
7,681 |
16,019 |
577,010 |
|
|
|
|
|
|
|
|
|
|
|
|
Segment liabilities |
- |
- |
- |
- |
(5,428) |
- |
(67,451) |
- |
(72,879) |
* Less than US$1,000
The reportable operating segments derive their revenue primarily by achieving returns, consisting of dividend income, interest income and appreciation in fair value. The Company does not monitor the performance of the investments by measure of profit or loss.
Reconciliations of reportable segment profit or loss and assets
|
|
|
31 December 2020 |
31 December 2019 |
|
|
|
US$'000 |
US$'000 |
|
Profit or loss |
|
|
|
|
Net investments results |
|
(118,183) |
42,756 |
|
Net investment results for other segments |
|
4,228 |
617 |
|
Unallocated amounts: |
|
|
|
|
- Management fees |
|
(8,712) |
(11,839) |
|
- Non-executive director remuneration |
|
(400) |
(384) |
|
- Other corporate expenses |
|
(1,523) |
(2,238) |
|
(Loss)/Profit for the year |
|
(124,590) |
28,912 |
|
|
|
|
|
|
Assets |
|
|
|
|
Total assets for reportable segments |
|
358,835 |
560,991 |
|
Assets for other segments |
|
23,371 |
16,019 |
|
Other assets |
|
73 |
69 |
|
Total assets |
|
382,279 |
577,079 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
Total liabilities for reportable segments |
|
2,730 |
72,879 |
|
Other payables |
|
490 |
551 |
|
Total liabilities |
|
3,220 |
73,430 |
|
|
|
|
|
13 Significant related party transactions
For the purposes of these condensed financial statements, parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or entities.
Dividend income
During the financial year ended 31 December 2020 , the Company recognised dividend income from its unconsolidated subsidiaries amounting to US$ Nil ( 2019 : US$231,000).
Key management personnel compensation
Key management personnel of the Company are those persons having the authority and responsibility for planning, directing and controlling the activities of the Company.
During the financial year, directors' fees amounting to US$400,000 (2019: US$384,000) were declared as payable to four directors (2019: five directors) of the Company. The remaining two directors of the Company are also directors of the Investment Manager who provides management and administrative services to the Company 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
During the financial year ended 31 December 2020, the Company recognised interest income from its unconsolidated subsidiaries totalling US$5,000 (31 December 2019: US$402,000).
Pursuant to the Investment Management Agreement, the Investment Manager will provide investment management and advisory services exclusively to the Company. Details of the remuneration of the Investment Manager are disclosed in the financial statements as at and for the year ended 31 December 2019. During the financial year ended 31 December 2020, management fee amounting to US$8,712,000 (31 December 2019: US$11,839,000) paid/payable to the Investment Manager has been recognised in the condensed financial statements.
As at 31 December 2020 and 31 December 2019, the Investment Manager had not been issued any management shares.
Other than as disclosed elsewhere in the condensed unaudited financial statements, there were no other significant related party transactions during the years ended 31 December 2020 and 31 December 2019.
14 Commitments
In September 2008, the Company entered into a loan agreement with a joint venture, held via its unconsolidated subsidiary, to grant loans totaling US$4,700,000 (THB140,000,000). As at
31 December 2020, US$4,005,000 (THB120,000,000) (2019: US$4,000,000 (THB120,000,000)) has been drawn down. The Company is committed to grant the remaining loan amounting to US$668,000 (THB20,000,000) (2019: US$673,000 (THB20,000,000)), subject to terms set out in the agreement.
The Company has committed to subscribe to Good Capital Fund I for an amount less than 1% of NAV. Approximately 41% of this commitment had been funded at 31 December 2020 with 59% of the commitment subject to be called over the next three years.
In the general interests of the Company and its unconsolidated subsidiaries, it is the Company's current policy to provide such financial and other support to its group of companies to enable them to continue to trade and to meet liabilities as they fall due.
15 Subsequent events
Subsequent to 31 December 2020,
· the Company sold approximately 21.03 million shares of MINT through a series of market transactions at an average price of THB30.44 per share that generated net proceeds of US$20.89 million.
· the Company increased its investment in August Jewellery Pvt. Ltd. (Melorra) with a consortium of investors. The increased investment by Symphony amounts to less than 1% of the Company's NAV.
· the Company completed a follow-on investment in WCIB International Co. Ltd. for the ongoing phased development of the school. The investment amounted to less than 1% of the Company's NAV.
· the Company funded a capital call from the Good Capital Fund I as part of its commitment as an anchor investor. The capital call amounted to less than 1% of the Company's NAV.
16 COVID-19
On 11 March 2020, the World Health Organisation declared the Coronavirus (COVID-19) outbreak a pandemic in recognition of its rapid spread across the globe, with over 200 countries now affected. The outbreak and the response of governments in dealing with the pandemic has seen a corresponding significant increase in financial market volatility and corresponding fluctuations in the fair value of the Company's investment portfolio.
Management of the Company has performed an assessment of the impact of COVID-19 outbreak on its investment portfolio and believes that the fair value of its investment portfolio reflects the conditions known as at 31 December 2020.
The COVID-19 crisis is still unfolding, and the full impact of the pandemic is not capable of being qualitatively or quantitatively assessed on the businesses of the investee companies and on the value of the Company's investment portfolio. Accordingly, Management has considered a wider range of reasonably possible changes in the fair value of Level 3 assets in their sensitivity analysis in the current year than for the comparative year. Management will continue to assess the situation and take precautionary measures to deal with the implications of COVID-19 in accordance with guidelines provided by the different authorities and will take the necessary actions to ensure the long-term sustainability of the Company.
IMPORTANT INFORMATION
This document is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States or any other jurisdiction into which the publication or distribution would be unlawful. These materials do not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful. THE securities referred to in this document have not been and will not be registered under the securities laws of such jurisdictions and may not be sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within such jurisdictions.
No representation or warranty is made by the Company or its Investment Manager as to the accuracy or completeness of the information contained in this document and no liability will be accepted for any loss whatsoever arising in connection with such information.
This Document contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "potential", "should", "will" and "would" or the negative of those terms or other comparable terminology, are based on the Company's beliefs, assumptions and expectations of its future performance, taking into account all information currently available to it at the date of this document. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to the Company at the date of this announcement or are within its control. If a change occurs, the Company's business, financial condition and results of operations may vary materially from those expressed in its forward-looking statements. Neither the Company nor its Investment Manager undertake to update any such forward looking statements
Statements contained in this DOCUMENT regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this document is subject to change without notice and, except as required by applicable law, neither the Company nor THE INVESTMENT MANAGER assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.
This document 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. Shareholders and prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decisions.
This DOCUMENT 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.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this DOCUMENT.
The Company and the Investment Manager are not associated or affiliated with any other fund managers whose names include "Symphony", including, without limitation, Symphony Financial Partners Co., Ltd.
End of Announcement
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