TIDMSIHL
RNS Number : 0994T
Symphony International Holdings Ltd
23 March 2021
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 s hareholder 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
of the Company
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
through profit or loss 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$1,000
Symphony International Holdings Limited
Unaudited condensed statement of changes in equity
For the financial year ended 31 December 2020
Share Accumulated Total
capital profits/(losses) equity
US$'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$43,533,000).
10 Financial instruments
Carrying amounts versus fair values
The fair values of financial assets and financial liabilities,
together with the carrying amounts in the unaudited condensed
statement of financial position, are as follows. It does not
include fair value information for financial assets and financial
liabilities not measured at fair value if the carrying amount is a
reasonable approximation of fair value.
Carrying amount
---------------------------------------------
Fair value
through Other
profit Amortised financial
or loss cost liabilities Total Fair value
US$'000 US$'000 US$'000 US$'000 US$'000
31 December 2020
Financial assets measured
at
fair value
Financial assets at
fair value through
profit or loss 381,949 - - 381,949 381,949
Financial assets not
measured
at fair value
Other receivables(1) - 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
fair value
Financial assets at
fair value through
profit or loss 569,339 - - 569,339 569,339
Financial assets not
measured
at fair value
Other receivables(1) - 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.
Fair
Fair value value
at 31 at 31
December December
2020 2019
------------- ------------ ----------------- ------------- ---------------------------
US$'000 US$'000 Sensitivity to
Range changes in
Valuation Unobservable (Weighted significant unobservable
Description technique input average) inputs
------------- ---------- --------- ------------ ----------------- ------------- ---------------------------
0%-9 %
( 2019
Rental : 0%-6
growth %)
rate 80%-90% The estimated fair
Occupancy ( 2019 value would increase
rate : 80%-90 if the rental growth
%) rate and occupancy
13 %- 13.5 rate were higher
Rental Income Discount % ( 2019 and the discount
properties 8,093 8,804 approach rate : 13%-13.5%) rate was lower.
US$28 to
US$4,358per
square
meter (
Price per 2019 : The estimated fair
square US$76 to value would increase
Comparable meter for US$4,143 if the price per
Land related valuation comparable per square square meter was
investments 111,189 137,044 method land meter) higher.
Enterprise
value using
comparable 3.2x to
traded 71.4x,
multiples, median
adjusted 12.6x (
net asset 2019 :
value or 3.0x to The estimated fair
option EBITDA 19.4x, value would increase
Operating pricing multiple median if the EBITDA multiple
business 133,908 33,415 model (times) 9.1x) was higher.
Revenue 0.6x to The estimated fair
multiple 5.1 x, value would increase
(times) median if the Revenue
1.3x multiple was higher.
( 2019
: N/A)
Discount 25% ( 2019 The estimated fair
for lack : 25%) value would increase
of marketability if the discount
for lack of marketability
was lower.
Discount 25% to The estimated fair
to tangible 100%, ( value would increase
assets 2019 : if the discount
for lack 25% to was lower.
of liquidity 100%,)
Fair
Fair value value
at 31 at 31
December December
2020 2019
------------- ---------- ------------ -------------- --------------------------
US$'000 US$'000 Sensitivity to
Range changes in
Valuation Unobservable (Weighted significant unobservable
Description technique input average) inputs
------------- ------------ --------- ---------- ------------ -------------- --------------------------
Operating Volatility 40-43% The estimated fair
business value would increase
(continued) if volatility was
higher
( 2019
: N/A)
Risk-free 3%-5.9% The estimated fair
rate value would increase
if risk free rate
was lower
( 2019
: N/A)
3.5%-61.5
Revenue %
growth ( 2019
: 3.8%-56.0%)
Expense 74.7 %-
ratio 102.4% The estimated fair
( 2019 value would increase
Greenfield Weighted : 73.7%-102.5 if the revenue
business average %) growth increases,
held for Discounted cost of 12.0% ( expenses ratio
more than cashflow capital 2019 : decreases, and
12-months 11,851 23,484 method ("WACC") 10.7%) 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$'000
Balance at 1 January 569,339 486,790
Fair value changes in profit or loss (119,111) 43,533
Net (repayment from)/payment to unconsolidated
subsidiaries (74,808) 48,080
Additions/(Disposal) 6,529 (9,064)
Balance at 31 December 381,949 569,339
============ ==========
Sensitivity analysis
Although the Company believes that its estimates of fair value
are appropriate, the use of different methodologies or assumptions
could lead to different measurements of fair value. For fair value
measurements in Level 3 assets, changing one or more of the
assumptions used to reasonably possible alternative assumptions
would have effects on the profit or loss by the amounts shown
below. The effect of the COVID-19 pandemic has meant that the range
of reasonably possible changes is wider for the 2020 figures than
for the comparative year.
---- 31 December 2020 ---- 31 December
---- 2019 ----
Effect on profit or Effect on profit or
loss loss
Favourable (Unfavourable) Favourable (Unfavourable)
US$'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 Number of
shares shares
2020 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 in Chanintr Living Ltd.
(Chanintr), the Wine Connection Group (WCG)
and Liaigre Group (Liaigre)
Lifestyle/Real Includes investments in Minuet Ltd, SG Land
Estate 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 Includes government securities or other investment
investments 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
Lifestyle/ Cash and
real temporary
Healthcare Hospitality Education Lifestyle estate Logistics 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$1,000
The reportable operating segments derive their revenue primarily
by achieving returns, consisting of dividend income, interest
income and appreciation in fair value. The Company does not monitor
the performance of the investments by measure of profit or
loss.
Reconciliations of reportable segment profit or loss and
assets
31 31
December December
2020 2019
US$'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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