Not for Distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.
23 March 2023
Symphony International Holdings Limited
Financial Results for the year ended 31 December 2022
Symphony International Holdings Limited ("Symphony" or the "Company" or "SIHL") announces results for the year ended 31 December 2022. 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 primarily in Asian businesses, across a variety of sectors including healthcare, hospitality, lifestyle (including branded real estate developments), logistics and education 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 2022, the issued share capital of the Company was US$409.70 million (31 December 2021: US$409.70 million) consisting of 513,366,198 (31 December 2021: 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. 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 2022 was US$0.9675 (31 December 2021: US$0.9521) per share. This represents a 1.62% increase over the NAV per share at 31 December 2021.
Chairmen's Statement
Dear Shareholders,
We are pleased to report that despite a challenging year for financial markets and businesses, Symphony's portfolio managed to weather the storm. 2022 was another of a series of extraordinary years and was marked by energy and price shocks due to excess stimulus, pandemic-related supply shortages, and the war in Ukraine. Central banks responded by rapidly increasing interest rates to curb inflation, resulting in a dampening effect on financial markets and most asset classes.
Despite these difficult circumstances, Symphony's net asset value ("NAV") increased by 1.62% year-over-year to US$496.69 million. We attribute this to our focus on investments that are supported by rising incomes and growing consumption in Asia. Over the years this focus on businesses that are positioned to benefit from rising disposable incomes has proven to be a rewarding investment thesis. Many economies in Asia were relatively less impacted than developed western economies. For example, India and Singapore's equity markets increased in local currency terms in 2022 and were, in part, supported by strong exports, an increase in domestic consumption and relatively lower inflation. We remain positive about the prospects for our portfolio and the outlook for Asian markets with the ongoing normalization of economic activity.
Our monetization activities were subdued in 2022 due to the market turbulence, but we made three partial exits generating net proceeds of approximately US$30.72 million, compared to US$56.90 million a year earlier. We also funded two capital calls, made follow-on investments in six companies, and completed one new investment for a total aggregate investment cost of US$10.29 million.
Our primary investment in the hospitality sector, Minor International Pcl ("MINT"), has been a strong beneficiary of travel normalization over the past year. MINT reported that average occupancy levels rose to 60% in 2022 compared to 36% a year earlier, with average revenue per available room in most geographies exceeding pre-pandemic levels in the fourth quarter. Similarly, MINT's restaurant operations experienced top-line growth of 29.41% in 2022. Together with continued efforts to drive revenue, manage costs and strengthen operational efficiency, we are pleased that MINT has returned to profitability. We took advantage of the improving performance and recovery in MINT's share price to partially realise part of our investment. We sold 9.06 million shares during 2022 that provided net proceeds of US$9.01 million and generated a net return of 14.29% per annum over an approximate 16-year period and 5.66 times our cost of the shares sold.
Another partial exit during the year was from our investment in ASG Hospital Private Limited ("ASG"). Symphony sold approximately one third of the shares it held in ASG as part of a larger primary and secondary transaction. These shares were sold at 2.36 times our cost after a holding period of approximately three years. The net proceeds received from this partial exit amounted to US$17.02 million or 82.34% of Symphony's total investment cost in ASG. The new capital raised by ASG is predominantly being used to support the acquisition of Vasan Health Care Pvt. Ltd, which ASG took operational control of in March 2023. The acquisition will grow the number of ASG's clinics from 52 currently to over 150 clinics located in 21 states across India. This acquisition makes ASG one of the largest eye care clinic operators in India and should drive growth for this business in the coming years. Soothe Healthcare Private Limited ("Soothe"), an early-stage investment that has gone through a high growth phase, has now refocused efforts to improving profitability. Despite higher input costs due to inflationary pressures, Soothe has been able to meaningfully improve margins by bringing manufacturing of baby diapers in-house, reducing marketing schemes, increasing prices and better leveraging its pan-Indian distribution network of over 200,000 retail outlets and 2,000 distributers. Soothe is well placed to capitalise on the growing demand for personal hygiene products in India that is linked to rising income growth. In June 2022, Soothe raised additional capital from existing institutional investors, including Symphony, and in October 2022 the US Development Finance Corporation ("DFC") agreed to provide a loan guaranty facility to the company, which reflects Soothe's positive social impact and strong governance.
The management teams of our lifestyle segment businesses have also successfully adapted their business models to tackle the challenging operating environment while taking advantage of emerging opportunities. For instance, Chanintr, a high-end furniture distributer and design service provider in Thailand, has shifted its focus from residential to developer projects to boost revenue growth. The Wine Connection Group, Asia's largest wine-themed food and beverage chain, has streamlined its operations by exiting Malaysia and Korea and focusing on core markets in Thailand and Singapore. We expect to exit this business at close to our cost in the coming quarter following a binding agreement with a strategic buyer. In addition, the Liaigre Group increased its presence in Asia by launching a new showroom in Beijing and expanding its interior architecture team in the region. The Liaigre Group has also been working to scale its manufacturing capabilities in Europe to cater to rising demand, increase efficiency, and enhance margins. These initiatives across the lifestyle segment have and are expected to contribute to growth and improved profitability in the coming years.
We have been looking for an opportunity to extend the Liaigre brand by using the skills of its design studio to venture into the hospitality space. We are delighted to share that the inaugural project, comprising 15 ultra-luxury Liaigre residences, will be in Florence, Italy, and will be developed together with a Liaigre designed 90-key five-star luxury hotel, which will be managed by an international luxury hotel brand. The project, which includes extensive amenities such as a spa and rooftop pool, represents one of the last opportunities for a new hotel within the historic centre of Florence. Development approval has been received and the project is expected to be completed by late 2025. Pre-sales for the residences will commence in 2024. We will announce more details about this project as it progresses.
We are pleased to report that 2022 marked a return to normal operations for most schools, including WCIB International Co. Ltd., our joint venture that owns and manages the prestigious Wellington College International Bangkok ("WCIB"). This has led to a strong enrolment, with student numbers approaching 700 in the current term. WCIB is on track to achieve profitability this academic year, and we anticipate continued strong cashflow generation as management works towards increasing admissions in the coming years. Our other investment in the education sector, Creative Technology Solutions DMCC ("CTS"), specializes in providing customized IT solutions to educational institutions. CTS' management has indicated they also expect performance to be strong this academic year, driven by new technology initiatives in the UAE and Saudi Arabia. We are optimistic about the outlook for both investments, given the strong growth dynamics and the current demand for education assets by investors.
Our largest investment by value is Indo Trans Logistics Corporation ("ITL"), Vietnam's largest independent integrated logistics company. This business is performing well as it continues to benefit from domestic economic growth, reorganisation of supply chains away from China and growing intraregional trade in Asia. However, some normalisation of logistics capacity for aviation and contract forwarding is expected to reduce revenue growth and the extraordinary margins achieved over the past two years. Management continues to develop ITL's technology infrastructure while growing its logistics assets across the country. In Q1 2023, we entered into a binding agreement with an existing investor, a large Asian logistics company, to sell a small amount of our shares as part of a larger secondary transaction. The sale will complete at a price that is 5.52 times our cost of the shares sold.
We continue to hold significant land and development assets in Thailand, Japan and Malaysia that account for around a fifth of our NAV. The investments in Thailand include Minuet Limited ("Minuet"), which holds 29.88 hectares of land in Bangkok, and SG Land Co. Ltd ("SG Land"), that holds the leasehold to two office buildings in downtown Bangkok. In 2022, we continued to receive distributions from these Thai assets related to land sales and rental income which totalled US$5.89 million. With considerable residential developments emerging around the Minuet land, there has been strong interest from investors and property developers. We expect to opportunistically sell land at increasingly higher valuations in the coming years to maximise value for our shareholders.
The development in Malaysia is through a joint venture that has developed a luxury resort and private residences managed by One&Only. The hotel operations are gradually ramping-up with more overseas visitors, particularly from Singapore. While occupancy is high on weekends, management continue to focus on activating the property during weekdays with some success. We are working closely with our partners to launch the first phase of private residences in 2023. As mentioned in earlier communications, we are focusing on monetising the remaining villa sections over the coming years.
With the opening up of Japan to foreign visitors in late 2022, property sales in Niseko, Japan have begun to improve. We hold two main parcels of land through a joint venture; one parcel is being co-developed with the Hanwha Group from S Korea, while the other is being held for future development or sale. We have limited the planning and expenditures for the joint development over the past year while we closely monitor the situation with an aim to restart efforts in 2023.
Our new economy investments accounted for 9.45% of NAV at the end of 2022. These investments relate to earlier stage innovative and disruptive businesses that are primarily driven by technology and target large addressable markets. To date, most of the businesses in this segment had either started in India or focussed on the Indian market to participate in the unprecedented digital transformation and rapidly growing domestic consumption taking place there. The scale of entrepreneurship and digitalisation in India has been astonishing: in 2022, India added the largest number of start-ups each day and in third quarter of the same year, generated the largest number of unicorns compared to anywhere else in the world. This is in addition to per capita data consumption in India being higher than the US and China combined[1]. With one of the youngest populations in the world, we are of the view that India will provide some of the most attractive investment opportunities over the foreseeable future.
During the year, we funded two capital calls, made three follow-on and one new investment in early-stage businesses for a total cost of US$4.92 million. Although it has been a difficult operating and fundraising environment, we are happy to report that our portfolio companies ended 2022 relatively unscathed with some showing impressive growth. Our investment in August Jewellery Pvt. Ltd. ("Melorra"), an omni-channel fast fashion Indian jewellery company, continued to execute on developing its physical retail presence with the opening of its 23rd shop. Melorra's platform continues to gain popularity with monthly active users increasing to over 400,000 and total app installs of 4.6 million at the end of 2022. Run-rate net revenue for this business increased by 68.10% in December 2022, compared to the same period a year earlier. Our investee company Meesho Inc. ("Meesho"), a social e-commerce platform for micro-entrepreneurs, small to medium enterprises and consumers in India, also reported impressive results. Meesho has become one of the most downloaded shopping apps globally with 300 million downloads and 910 million orders in 2022.
Our investment in Smarten Spaces ("Smarten"), a software-as-a-service company that provides software solutions for space management in commercial and industrial properties continued to grow despite difficult circumstances. Smarten's annualised run-rate revenue increased by 23.35% in 2022 year-over-year despite fundraising difficulties due to a recalcitrant shareholder blocking such efforts. Smarten has moved beyond its original core market in India and now operates in over 30 countries with North America now accounting for 57.35% of the sales pipeline. Clients include many fortune 500 companies.
The smaller new economy investments in our portfolio continue to make progress on their respective business plans. These investments include Good Capital Partners, an investment manager focused on seed investments in India's thriving technology ecosystem, and its flagship Good Capital Fund 1 ("GCF1"). GCF1 is almost fully invested with a multiple of invested capital at the end of 2022 of 2.28x while GCF is in the process of raising a second fund. Other portfolio investments also include Kieraya Furnishing Solutions Pvt. Ltd, a residential furniture rental services business, Catbus Infolabs Pvt. Ltd ("Blowhorn"), a same-day intra-city last-mile logistics provider and Solar Square, a rooftop solar panel solutions provider. Our newest addition is Mavi Holding Pte. Ltd. that develops insurance products and provides program administrator services for insurance carriers and vehicle manufacturers.
Overall, our investment management team has never been more optimistic about the prospects for Symphony's portfolio despite geopolitical and economic uncertainties ahead. The investment management team now owns in aggregate approximately one third of Symphony's outstanding shares, so we are very well aligned with external shareholders. With all outstanding management share options having been either expired or exercised, Symphony represents a somewhat unique opportunity to invest with a seasoned Private Equity team without paying any carried interest, as is the case for funds in this space. In terms of outlook, we see our investments strongly positioned to benefit from secular growth in Asia for the foreseeable future. While we expect to continue our monetisation activities in 2023, the extent of liquidity generation will be very much be dependent on market conditions. We would like to thank all our shareholders for their continued support and also the management teams of our investee companies that have successfully steered their businesses through a series of very difficult years.
Georges Gagnebin
Chairman, Symphony International Holdings Limited
Anil Thadani
Chairman, Symphony Asia Holdings Pte. Ltd.
21 March 2023
[1] Deepak Bagla (February 2023), Managing Director & CEO of Invest India, Treasury Leadership Forum 2023, Mumbai, India. https://youtu.be/45PrXujlQCo.
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 2022 through 31 December 2022, referred to as "the year ended 31 December 2022".
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 2022, the total amount invested by Symphony since admission to the Official List of the London Stock Exchange in August 2007 was US$615.32 million (2021: US$605.03 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$38.40 million at 31 December 2022, down from US$60.97 million a year earlier.
The change is due to (i) the partial realisation of shares in ASG providing net proceeds of US$17.02 million (ii) the partial realisation of MINT shares providing net proceeds of US$9.01 million, which cumulatively increased proceeds (including partial realisations and dividend income) in excess of total cost for this investment to US$234.50 million at 31 December 2022, (iii) distributions from land related income amounting to US$5.89 million, (iv) new and follow-on investments in unlisted investments amounting to US$10.29 million and (v) other unlisted investment realisations, dividends, interest income and minor items of US$0.94 million.
The fair value of investments, excluding temporary investments, held by Symphony was US$496.80 million at 31 December 2022, which compares to US$499.15 million a year earlier. This change comprised an increase in the value of listed and unlisted securities by US$18.07 million, new and follow-on investments of US$10.29 million less realisations (including divestments, shareholder loan repayments and return of capital) amounting to US$30.72 million.
| Cost and fair value of investments by sector | | | | |||||
| | | | At 31 December 2022 | |||||
| | | | Cost | Fair value | NAV | |||
| | | | US$'000 | US$'000 | % | |||
| | | | | | | |||
| Healthcare | | | 16,561 | 51,707 | 10.41% | |||
| Hospitality | | | (234,503) | 65,666 | 13.22% | |||
| Lifestyle | | | 85,994 | 56,055 | 11.29% | |||
| Education | | | 26,058 | 12,521 | 2.52% | |||
| Logistics | | | 42,141 | 152,255 | 30.65% | |||
| Lifestyle / real estate | | | 59,135 | 111,651 | 22.48% | |||
| New Economy | | | 43,018 | 46,943 | 9.45% | |||
| Subtotal | | | 38,404 | 496,798 | 100.02% | |||
| | | | | | | |||
| Temporary investments | | | | (112) | (0.02%) | |||
| | | | | | | |||
| Net asset value | | | | 496,686 | 100.00% | |||
| Notes: | | | | | | |||
| ||||||||
As at 31 December 2022, we had the following investments:
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.
Following a strong performance in 2020 and 2021, the logistics sector is beginning to experience some headwinds. ITL's revenue and EBITDA declined by 10.12% and 8.15%, respectively in 2022 due to weaker demand in the aviation and freight sectors. Management have indicated that the market environment will remain challenging in 2023 with the expectation that global trade volumes will continue to soften. However, the fundamental drivers for ITL's business, such as growing domestic manufacturing and demand, as well as intraregional trade, remain intact. ITL continues to focus on increasing operational productivity and strategically expanding certain divisions inorganically. Enhancing technology and growing ITL's cold chain platform remain key management objectives.
During 2022, Franklin Templeton completed the sale of its interest in ITL. In early 2023, Symphony entered into binding agreements to sell some of its shares to an Asian logistics company as part of a larger secondary transaction.
Symphony acquired a significant minority interest in Indo Trans Logistics Corporation ("ITL") in June 2019 for US$42.64 million and had a net cost of US$42.14 million at 31 December 2022 (2021: US$42.14 million). The fair value of Symphony's interest in ITL at 31 December 2022 was US$152.25 million (2021: US$143.99 million). The change in valuation is due to a higher comparable company multiple used to value the business, partially offset by a decline in EBITDA and a depreciation in the Vietnamese dong by 3.54%.
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. MINT is a company that is incorporated under the laws of Thailand and is listed on the Stock Exchange of Thailand.
MINT owns 365 hotels and manages 166 other hotels and serviced suites with 76,996 rooms. MINT owns and manages hotels in 56 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 2022, MINT also owned and operated 2,531 restaurants 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 75% of these outlets are in Thailand with the remaining number in other Asian countries, the Middle East, Mexico, Canada and Europe. MINT's operations also include contract manufacturing and an international consumer brand distribution business in Thailand focusing on fashion and lifestyle retail (297 outlets), wholesale and direct marketing channels under brands that include Anello, Bossini, Esprit, Charles & Keith and Zwilling J.A. Henckels amongst others.
MINT reported a strong rebound in core revenue and earnings before interest, tax, depreciation and amortisation ("EBITDA") of 66.27% and 97.96%, respectively, in 2022 year-over-year. The performance was driven by a strong rebound in the hotel business following the easing of travel restrictions, optimised pricing, cost management, an increase in the number of restaurants, as well as growth in consumer traffic that benefited restaurant and retail outlets.
At the end of 2022, MINT's total number of equity-owned and managed restaurants were 1,264 and 1,267, respectively. Its food business continued to perform well and has remained profitable since Q3 2020. With a 5.94% increase in outlets and growing same-store-sales, total system sales increased by 20.10% in 2022.
Revenue from MINT's retail trading businesses increased by 43.89% in 2022, year-over-year. The increase was due to improving consumer traffic and stronger performance from ecommerce.
Symphony's gross investment cost in MINT was US$82.82 million (2021: US$82.82 million) at 31 December 2022. The net cost on the same date, after deducting partial realisations and dividends received, was (US$234.50 million) (2021: (US$225.49 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 2022 was US$65.67 million (2021: US$67.97 million). The change in value of approximately (US$2.30 million) is due to the sale of 9.06 million shares that generated net proceeds of US$9.01 million and a depreciation in the onshore Thai baht rate by 3.59%, which were partially offset by an increase in MINT's share price by 13.16%.
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 2022 Minuet held approximately 186.75 rai (29.88 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 2022 the Company's investment cost (net of shareholder loan repayments) was approximately US$13.13 million (31 December 2021: US$17.81 million). The fair value of the Company's interest in Minuet on the same date was US$61.09 million (31 December 2021: US$69.81 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 is predominantly due the sale of land that provided distributions for US$4.68 million, a depreciation of the Thai baht by 4.21% and other minor movements in the assets and liabilities of Minuet.
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 24 showrooms in 11 countries across Europe, the US and Asia, Liaigre has a design studio that undertakes exclusive interior architecture projects for select yachts, hotels, and restaurants and private residences.
Liaigre's sales continued to improve, driven by the performance of its showrooms in all geographies and particularly in Asia, which grew by 47.07% in 2022. New orders also increased and was predominantly driven by an increase in interior architecture projects that grew by 72.69% during the same period. While the pipeline of interior architecture projects continues to grow, management expect the market to be challenging in 2023 with home sales and discretionary spending forecast to decline.
Symphony's gross investment cost in Liaigre was US$79.68 million (2021: US$79.68 million) at 31 December 2022. The net cost on the same date, after deducting partial realisations, was US$67.63 million (2021: US$67.63 million). The fair value of Symphony's investment at 31 December 2022 was US$41.86 million (2021: US$37.36 million). The change in value since 2021 is due to an increase in EBITDA offset by a change in the value of the multiple of comparable companies used to value this business.
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 that are branded and managed by One&Only Resorts ("O&O"). The hotel operations were officially launched in September 2020.
The One&Only Desaru Coast Resort performance continued to improve through the year with an increasing number of foreign visitors, particularly from Singapore. While occupancy levels are high during holiday periods and weekends, management continue to focus on activating the property during weekdays with some success. After some delay, we expect to officially launch sales of private homes on the property later in 2023, which will allow us to begin monetising this project.
Symphony invested approximately US$58.78 million (2021: US$58.78 million) in the joint venture at 31 December 2022. The fair value for this investment on the same date was US$30.50 million based on a discounted cashflow model. This compares to US$28.96 million at 31 December 2021, which was based on an independent third party valuation of the land plus the net value of other assets and liabilities of the joint venture. The change in valuation methodology was to account for the start of normalised hotel operations (following the easing of Covid-19 related movement restrictions) and initiation of marketing plans for the sale of branded residences in 2023.
ASG
ASG Hospital Private Limited ("ASG") is a full-service eye-healthcare provider with operations in India, Africa, and Nepal. ASG was co-founded in Rajasthan, India in 2005 by Dr. Arun Singhvi and Dr. Shashank Gang. ASG's operations have since grown to 52 clinics, which offer a full range of eye-healthcare services, including outpatient consultation and a full suite of inpatient procedures (cataract, retina surgeries, Lasik, glaucoma, cornea and other complicated eye surgeries). ASG also operates an optical and pharmacy business, which is located within its clinics.
ASG continued to scale its business in 2022 by growing its full-service eye-hospital clinics from 43 to 52. Total revenue and EBITDA grew by 58.36% and 32.10%, respectively, during the same period. Following creditor and regulatory approval, ASG acquired and took over the operations of Vasan Health Care Pvt. Ltd. in March 2023. The acquisition will expand ASG's footprint by an approximate 90 outlets that are located mainly in southern India. During 2022, Symphony sold 34.93% of its shares in ASG, as part of a larger primary and secondary transaction. The net proceeds from the sale amounted to 82.34% of Symphony's total cost of investment and approximately 2.36 times the cost of shares sold.
Symphony's net investment cost in ASG was US$3.65 million (2021: US$20.67 million) at 31 December 2022. The reduction in net cost is due to the receipt of net proceeds from the sale of shares amounting to US$17.02 million. The fair value of Symphony's investment at 31 December 2022 was US$28.33 million (2021: US$24.72 million). The change in value is due to a difference in various valuation parameters, particularly the equity value input that takes into account the pricing of a recent primary and secondary transaction, which was partially offset by the sale of shares highlighted above.
Soothe
Soothe Healthcare Pvt. Ltd. ("Soothe") was founded in 2012 and operates within the fast-growing consumer healthcare products market segment in India. With growing disposable income, the demand for consumer healthcare products is expected to grow rapidly over the coming decades. Soothe's core product portfolio includes feminine hygiene and diaper products. Symphony completed its equity investment in Soothe in August 2019 and became a significant minority shareholder in the company. Symphony subsequently made investments through convertible instruments in 2020, 2021 and 2022.
Soothe continues to grow the business with more focus on improving profitability. In 2022, total sales grew by 37.42% while EBITDA margins improved by almost 900 basis points. Sales growth was predominantly driven by core products, including sanitary pads and baby diapers. Adult diapers, a product line that was launched in late 2021, has also been growing and is becoming a more meaningful part of the business. The management has taken several initiatives to improve margins, including bringing the manufacturing of diapers in-house, reducing marketing schemes and increasing prices with some success. During 2022, all the institutional shareholders of Soothe, including Symphony, and a high-net-worth individual participated in a capital raising to provide additional operating runway for the company.
Symphony's gross and net investment cost in Soothe was US$12.75 million (2021: US$8.88 million) at 31 December 2022. The fair value of Symphony's investment at 31 December 2022 was US$23.38 million (2021: US$27.86 million). The difference is due to a change in value of inputs used in the option pricing model to allocate the equity value of the business to various instruments, including the risk-free rate, volatility and equity inputs that reflect current market conditions.
Other Investments
In addition to the investments above, Symphony has 15 additional non-material investments, at 31 December 2022. Pending investment in suitable opportunities, Symphony has placed funds in certain temporary investments.
Capitalisation and NAV
As at 31 December 2022, the Company had US$409.70 million (31 December 2021: US$409.70 million) in issued share capital and its NAV was US$496.69 million (31 December 2021: US$488.75 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 2022.
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 2022 (2021: 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 2022, Symphony recognised other operating income of US$14.75 million that mainly comprised intercompany dividend transactions and interest income on cash balances. This compares to other operating income of US$182.23 million in 2021 that mainly comprised intercompany dividend transactions.
Expenses
Other Operating Expenses
Other operating expenses include fees for professional services, interest expense, insurance, communication, foreign exchange losses, travel, Directors' fees and other miscellaneous expenses and costs incurred for analysis of proposed deals. For the year ended 31 December 2022, other operating expenses amounted to US$5.40 million (2021: US$5.61 million), which includes US$4.31 million in unrealised foreign exchange losses. Excluding foreign exchange losses and interest expense, other operating expenses in 2022 and 2021 would be US$1.08 million and US$1.41 million, respectively.
Management Fee
The management fee amounted to US$10.66 million for the year ended 31 December 2022 (2021: US$9.06 million). The management fee was calculated on the basis of 2.25% of NAV (with a floor and cap of US$6 million and US$15 million per annum, respectively).
Liquidity and Capital Resources
At 31 December 2022, Symphony's cash balance was US$18.57 million (31 December 2021: US$8.36 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$65,666,000 (31 December 2021: US$67,972,000) 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 2022 and 31 December 2021, the Company did not have any interest-bearing borrowings.
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 den 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.
The Company's business could be materially affected by conditions in the global capital markets and the economy generally. Geopolitical issues, including the recent Russian invasion of Ukraine and related international response measures may have a negative impact on regional and global economic conditions, as a result of disruptions in foreign currency markets and increased energy and commodity prices. This could in turn have a spill-over effect on the Company's portfolio companies, such as reducing demand for products or services offered by the portfolio companies and/or cause for example, higher operating and financing costs.
Anil Thadani
Chairman, Symphony Asia Holdings Pte. Ltd.
21 March 2023
Directors' Responsibility Statement
We, the directors of Symphony International Holdings Limited, confirm that to the best of our knowledge:
(a) the condensed financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as required by DTR 4.2.4R; and
(b) the condensed financial results include a fair review of information required by:
(i) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the the financial year and their impact on the financial statements, and a description of the principal risks and uncertainties; and
(ii) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the current financial year and that have materially affected the financial position or performance of the Company during that period, and any changes in the related party transactions described in the last annual report that could do so.
For and on behalf of the Board of Directors
Georges Gagnebin
Chairman, Symphony International Holdings Limited
Anil Thadani
Chairman, Symphony Asia Holdings Pte. Ltd.
Director, Symphony International Holdings Limited
Symphony International Holdings Limited
Unaudited condensed statement of financial position
As at 31 December 2022
| | Note | 2022 | 2021 |
| | | US$'000 | US$'000 |
| Non-current assets |
|
| |
| Financial assets at fair value through profit or loss | 8 | 478,226 | 480,755 |
| Prepayment | | * | * |
| | | 478,226 | 480,755 |
| Current assets | | | |
| Other receivables and prepayments | | 82 | 70 |
| Cash and cash equivalents | | 18,573 | 8,357 |
| | | 18,655 | 8,427 |
| Total assets | | 496,881 | 489,182 |
|
| | | |
| Equity attributable to equity holders | | | |
| Share capital | | 409,704 | 409,704 |
| Accumulated profits | | 86,758 | 79,151 |
| Total equity carried forward | | 496,462 | 488,855 |
|
| | | |
| Current liabilities | | | |
| Other payables | | 419 | 327 |
| Total liabilities | | 419 | 327 |
| Total equity and liabilities | | 496,881 | 489,182 |
|
| | | |
* Less than US$1,000
Symphony International Holdings Limited
Unaudited condensed statement of comprehensive income
For the financial year ended 31 December 2022
| | Note | 2022 | 2021 |
| | | US$'000 | US$'000 |
| | | | |
| Other operating income | 6 | 14,749 | 182,234 |
| Other operating expenses | 7 | (5,395) | (5,609) |
| Management fees | | (10,663) | (9,057) |
| (Loss)/Profit before investment results and income tax | | (1,309) | 167,568 |
| Loss on disposal of financial assets at fair value | | (1) | (4) |
| Fair value changes in financial assets at fair value | 9 | 8,902 | (45,094) |
| Profit before income tax |
| 7,592 | 122,470 |
| Income tax expense | | - | - |
| Profit for the year | | 7,592 | 122,470 |
| Other comprehensive income for the year, net of tax | | - | - |
| Total comprehensive income for the year | | 7,592 | 122,470 |
|
| | | |
| Earnings per share: | | | |
|
| | US Cents | US Cents |
|
| | | |
| Basic | 10 | 1.48 | 23.86 |
| Diluted | | 1.48 | 23.86 |
|
| | | |
Symphony International Holdings Limited
Unaudited condensed statement of changes in equity
For the financial year ended 31 December 2022
| | Share | Accumulated (losses)/profit | Total |
| | US$'000 | US$'000 | US$'000 |
| | | | |
| At 1 January 2021 | 409,704 | (30,645) | 379,059 |
| | | | |
| Total comprehensive income for the year | - | 122,470 | 122,470 |
| | | | |
| Transaction with owners of the Company, recognised directly in equity Distributions to owners | | | |
| Forfeiture of dividend paid in prior years | - | 160 | 160 |
| Dividend paid of US$0.025 per share | - | (12,834) | (12,834) |
| | | | |
| Total transaction with owners of the Company | - | (12,674) | (12,674) |
| | | | |
| At 31 December 2021 | 409,704 | 79,151 | 488,855 |
| | | | |
| At 1 January 2022 | 409,704 | 79,151 | 488,855 |
| | | | |
| Total comprehensive income for the year | - | 7,592 | 7,592 |
| | | | |
| Transaction with owners of the Company, recognised directly in equity Distributions to owners | | | |
| Forfeiture of dividend paid in prior years | - | 15 | 15 |
| | | | |
| Total transaction with owners of the Company | - | 15 | 15 |
| | | | |
| At 31 December 2022 | 409,704 | 86,758 | 496,462 |
| | | | |
Symphony International Holdings Limited
Unaudited condensed statement of cash flows
For the financial year ended 31 December 2022
|
| |||
|
|
| 2022 | 2021 |
|
|
| US$'000 | US$'000 |
| Cash flows from operating activities | | | |
| Profit before income tax | | 7,592 | 122,470 |
| Adjustments for: | | | |
| Dividend income | | (14,500) | (182,232) |
| Exchange loss, net | | 4,313 | 4,181 |
| Interest income | | (249) | (2) |
| Interest expense | | - | 18 |
| Loss on disposal of financial assets at fair value | | 1 | 4 |
| Fair value changes in financial assets at fair value through profit or loss | | (8,902) | 45,094 |
| | | (11,745) | (10,467) |
| Changes in: | | | |
| - Other receivables and prepayments | | (5) | 3 |
| - Other payables | | 100 | (160) |
| | | (11,650) | (10,624) |
| Dividend received from unconsolidated subsidiary | | - | 4,007 |
| Interest received (net of withholding tax) | | 242 | 2 |
| Net cash used in operating activities | | (11,408) | (6,615) |
|
| | | |
| Cash flows from investing activities | | | |
| Net proceeds received from unconsolidated subsidiaries | | 21,613 | 30,108 |
| Refund of purchase consideration | | - | 27 |
| Net cash from investing activities | | 21,613 | 30,135 |
|
| | | |
| Cash flows from financing activities | | | |
| Interest paid | | - | (18) |
| Dividend paid | | - | (12,834) |
| Receipts from forfeiture of dividend paid in prior years | | 15 | 160 |
| Repayment of borrowings | | - | (2,730) |
| Net cash from/(used in) financing activities | | 15 | (15,422) |
|
| | | |
| Net increase in cash and cash equivalents | | 10,220 | 8,098 |
| Cash and cash equivalents at 1 January | | 8,357 | 257 |
| Effect of exchange rate fluctuations | | (4) | 2 |
| Cash and cash equivalents at 31 December | | 18,573 | 8,357 |
|
| | | |
Significant non-cash transactions
During the financial year ended 31 December 2022, the Company received dividends of US$14,500,000 (2021: US$182,232,000) from its unconsolidated subsidiaries of which US$14,500,000 (2021: US$173,986,000) was set off against the non-trade amounts due to the unconsolidated subsidiaries.
Symphony International Holdings Limited
Notes to the unaudited condensed financial statements
For the financial year ended 31 December 2022
These notes form an integral part of the unaudited condensed financial statements
1 Reporting entity
Symphony International Holdings Limited (the "Company") is a company domiciled in the British Virgin Islands.
2 Statement of compliance
The accounting policies applied by the Company in these condensed financial statements are the same as those applied by the Company in its financial statements as at and for the year ended 31 December 2022, except for the adoption of the following new accounting standards, amendments to and interpretations effective for annual periods beginning on 1 January 2022:
New standards and amendments
The Company has applied the following IFRSs, amendments to and interpretations of IFRS for the first time for the annual period beginning on 1 January 2022:
· Amendment to IFRS 16: COVID-19-Related Rent Concessions beyond 30 June 2021
· Amendments to IFRS 3: Reference to the Conceptual Framework
· Amendment to IAS 16: Property, Plant and Equipment - Proceeds before Intended Use
· Amendments to IAS 37: Onerous Contracts - Cost of Fulfilling a Contract
· Annual Improvements to IFRSs 2018-2020
The application of these amendments to standards and interpretations did not have a material effect on the financial statements.
These unaudited condensed financial statements were approved by the Board of Directors on 21 March 2023.
3 Basis of preparation
The financial statements have been prepared on a fair value basis, except for certain items which are measured on a historical cost basis. The financial statements are presented in thousands of United States dollars (US$'000), which is the Company's functional currency, unless otherwise stated.
4 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 2021.
Uncertain economic environment
The uncertain economic environment has increased the estimation uncertainty in developing significant accounting estimates, predominantly related to financial assets at fair value through profit or loss ("FVTPL").
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 expected economic downturn; 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 2022 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 condensed financial statements.
The impact of the uncertain economic environment on financial assets at fair value through profit or loss is discussed further in Note 10.
5 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 2022.
6 Other operating income
| |
| 2022 | 2021 |
| | | US$'000 | US$'000 |
| | | | |
| Dividend income | | 14,500 | 182,232 |
| Interest income | | 249 | 2 |
| | | 14,749 | 182,234 |
| | | | |
7 Other operating expenses
| |
| 2022 | 2021 |
| | | US$'000 | US$'000 |
| | | | |
| Exchange loss, net | | 4,313 | 4,181 |
| Non-executive director remuneration | | 400 | 400 |
| General operating expenses | | 682 | 1,028 |
| | | 5,395 | 5,609 |
| | | | |
8 Financial assets at fair value through profit or loss
During the financial year ended 31 December 2022, the Company recognised changes in the financial assets at fair value through profit and loss of a gain of US$8,902,000 (31 December 2021: a loss of US$45,094,000).
9 Financial instruments
Carrying amounts versus fair values
The carrying amounts and fair values of financial assets and financial liabilities are as follows. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
|
| Carrying amount |
| |||
|
| Fair value through | Amortised cost | Other financial liabilities | Total | Fair value |
|
| US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
| 31 December 2022 | | | | | |
| Financial assets measured at | | | | | |
| Financial assets at fair value through profit or loss | 478,226 | - | - | 478,226 | 478,226 |
|
| | | | | |
| Financial assets not measured | | | | | |
| Other receivables1 | - | 7 | - | 7 | |
| Cash and cash equivalents | - | 18,573 | - | 18,573 | |
| | 478,226 | 18,580 | - | 496,806 | |
| Financial liabilities not measured at fair value | | | | | |
| Other payables | - | - | (419) | (419) | |
| | | | | | |
| 31 December 2021 | | | | | |
| Financial assets measured at | | | | | |
| Financial assets at fair value through profit or loss | 480,755 | - | - | 480,755 | 480,755 |
|
| | | | | |
| Financial assets not measured | | | | | |
| Other receivables1 | - | 1 | - | 1 | |
| Cash and cash equivalents | - | 8,357 | - | 8,357 | |
| | 480,755 | 8,358 | - | 489,113 | |
| Financial liabilities not measured at fair value | | | | | |
| Other payables | - | - | (327) | (327) | |
| | | | | | |
1 Excludes prepayments
Fair value
The financial assets at fair value through profit or loss are measured using the adjusted net asset value method, which is based on the fair value of the underlying investments. The fair values of the underlying investments are determined based on the following methods:
i) for quoted equity investments, based on quoted market bid prices at the financial reporting date without any deduction for transaction costs;
ii) for unquoted investments, 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; and
iii) for financial assets and liabilities with a maturity of less than one year or which reprice frequently (including other receivables, cash and cash equivalents, and other payables) the notional amounts 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 2022 | | | | |
| Financial assets at fair value through profit or loss | - | - | 478,226 | 478,226 |
| | | | | |
|
| Level 1 | Level 2 | Level 3 | Total |
|
| US$'000 | US$'000 | US$'000 | US$'000 |
| 31 December 2021 | | | | |
| Financial assets at fair value through profit or loss | - | - | 480,755 | 480,755 |
| | | | | |
Significant unobservable inputs used in measuring fair value
This table below sets out information about significant unobservable inputs used at 31 December 2022 in measuring the underlying investments of the financial assets categorised as Level 3 in the fair value hierarchy excluding investments purchased during the year that are valued at transaction prices as they are reasonable approximation of fair values and ultimate investments in listed entities.
| Description | Fair value at 31 December 2022 | Fair value at 31 December 2021 | Valuation technique | Unobservable input | Range (Weighted average) | Sensitivity to changes in significant unobservable inputs |
| US$'000 | US$'000 | |||||
| | | | | | | |
| Rental properties | 2,429 | 6,191 | Income approach | Rental growth rate
Occupancy rate
Discount rate | -0.7%-2.1% (2021: 0%-3%)
15%-51% (2021: 80%-90%)
13%-13.5% (2021: 13%-13.5%) | The estimated fair value would increase if the rental growth rate and occupancy rate were higher and the discount rate was lower. |
| | | | | | | |
| Land related investments | 59,941 | 98,838 | Comparable valuation method | Price per square meter for comparable land | US$379-US$7,032 per square meter (2021: US$27-US$3,910 per square meter) | The estimated fair value would increase if the price per square meter was higher. |
| | | | | | | |
| Operating business | 292,350 | 276,793 | Enterprise value using comparable traded multiples | Earnings before interest, tax, depreciation and amortisation ("EBITDA") multiple (times) | 0.3x-33.4x, median 7.7x (2021: 2.4x-155.8x, median 14.4x) | The estimated fair value would increase if the EBITDA multiple was higher. |
| | | |
| |||
| | | | Revenue multiple (times) | 0.6x-12.5x, median 5.9x (2021: 2.9x-23.3x, median 10.5x) | The estimated fair value would increase if the revenue multiple was higher. | |
| | | | | | | |
| | | | | Discount for lack of marketability ("DLOM") | 25% | The estimated fair value would increase if the discount for lack of marketability was lower. |
| | | | | | | |
| Description | Fair value at 31 December 2022 | Fair value at 31 December 2021 | Valuation technique | Unobservable input | Range (Weighted average) | Sensitivity to changes in significant unobservable inputs |
| US$'000 | US$'000 | |||||
| | | | | | | |
| Operating business (continued) | | | Option pricing model* | Volatility | 23.4%-54.2% | The estimated fair value would increase or decrease if the volatility was higher depending on factors specific to the investment. |
| | | | |
|
|
|
| | | | | Risk-free rate | 4.5%-7.0% | The estimated fair value would increase or decrease if risk-free rate was lower depending on factors specific to the investment. |
| | | | | | | |
| Greenfield business held for more than 12-months | 41,325 | 12,200 | Discounted cashflow method | Revenue growth
Expense ratio
Weighted average cost of capital ("WACC")
| 1.0%-26.9% (2021: 4.9%-40%)
57.9%-87.8% (2021: 72.7%-107.0%)
14.7%-16.3% | The estimated fair value would increase if the revenue growth increases, expenses ratio decreases, and WACC was lower. |
* The option pricing model is used as a secondary valuation technique for certain investments to allocate equity value where the capital structure of the investment consists of instruments with significantly different rights/terms.
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 valuer's judgement after considering current market rates.
The comparable recent sales represent the recent sales prices of properties that are similar to the investee companies' 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.
During the year ended 31 December 2022, an investment that was valued using comparable recent sales was valued using the discounted cash flow method in the current year due to changes in the operations and future earnings potential of the underlying investee company.
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. In some instances, Management obtains the lower quartile multiple from 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.
During the year ended 31 December 2021, two investments that were respectively valued using the revenue multiple and adjusted net assets techniques in the prior year were both valued using the EBITDA multiple in the current year as the methodology is more appropriate in the circumstances.
During the year ended 31 December 2022, two investments that were valued using the EBITDA multiple technique were valued using the price of recent investment for the investee company's securities in the current period as there were recent transactions in the secondary market which reflects more accurately the value of the underlying investment.
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. Where a recent transaction price for an identical or similar instrument is available, it is used as the basis for fair value.
During the year ended 31 December 2022, one investment that used a recent transaction price as the basis for fair value in the option pricing model had used the revenue multiple technique as the basis for fair value in the current year as there was no recent transaction.
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 WACC to derive the enterprise value of the greenfield business. Net debt is then deducted to arrive at an equity value for the business. WACC 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$65,666,000 (2021: US$67,972,000) are held through intermediate holding companies; the value of these companies are mainly determined by the fair values of the ultimate investments.
Level 3 valuations
The following table shows a reconciliation from the beginning balances to the ending balances for fair value measurements in Level 3 of the fair value hierarchy.
|
| 2022 | 2021 |
|
| Financial assets at fair value through profit or loss | |
|
| US$'000 | US$'000 |
| | | |
| Balance at 1 January | 480,755 | 381,949 |
| Fair value changes in profit or loss | 8,902 | (45,094) |
| Net (repayment from)/payment to unconsolidated subsidiaries | (12,942) | 138,691 |
| Net additions | 1,511 | 5,209 |
| Balance at 31 December | 478,226 | 480,755 |
| | | |
Sensitivity analysis
Although the Company believes that its estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value. For fair value measurements in Level 3 assets, changing one or more of the assumptions used to reasonably possible alternative assumptions would have effects on the profit or loss by the amounts shown below. The effect of the uncertain economic environment has meant that the range of reasonably possible changes is wider than in periods of stability.
|
| ‹----- 31 December 2022 -----› | ‹----- 31 December 2021 -----› | ||
|
| Effect on profit or loss | Effect on profit or loss | ||
|
| Favourable | (Unfavourable) | Favourable | (Unfavourable) |
|
| US$'000 | US$'000 | US$'000 | US$'000 |
|
| | | | |
| Level 3 assets | 114,517 | (83,076) | 113,358 | (96,203) |
| | | | | |
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% (2021: 10%) for the favourable scenario and reduced by 10% (2021: 10%) for the unfavourable scenario. The discount rate used to calculate the present value of future cash flows was also decreased by 2% (2021: 2%) for the favourable case and increased by 2% (2021: 2%) 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% (2021: 20%) in the favourable scenario and reduced by 20% (2021: 20%) 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 EBITDA or revenue, EBITDA or revenue is increased by 20% (2021: 20%) and decreased by 20% (2021: 20%), and DLOM is increased by 5% (2021: 5%) and decreased by 5% (2021: 5%) in the favourable and unfavourable scenarios respectively.
In the option pricing model sensitivity analysis, the change in risk-free rate and volatility results in different outcomes for each investment. An increase in risk-free rate and volatility may have a favourable or unfavourable impact and vice versa. This is a result of multiple factors including cumulative impact of two variables (risk free rate, volatility) being changed simultaneously after taking into account variations in investment specific input variables, such as time to expiry, capital structure and the liquidation preference related to securities.
The volatility is adjusted by 10% (2021: 10%) and the risk-free rate is adjusted by 2% (2021: 2%) to arrive at the favourable and unfavourable scenario depending on factors specific to each investment.
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% (2021: 2%), the expense ratio rate is decreased by 10% (2021: 10%) and the WACC is reduced by 2% (2021: 2%) in the favourable scenario. Conversely, in the unfavourable scenario, the revenue growth rate is reduced by 2% (2021: 2%), the expense ratio rate is increased by 10% (2021: 10%) and the WACC is increased by 2% (2021: 2%).
10 Earnings per share
| |
| 2022 | 2021 |
| | | US$'000 | US$'000 |
| Basic and diluted earnings per share are based on: | | | |
| Profit for the year attributable to ordinary shareholders | | 7,592 | 122,470 |
| | | | |
Basic and diluted earnings per share
| |
| Number of shares 2022 | Number of shares 2021 |
| | | | |
| 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 2022 and 31 December 2021, there were no outstanding share options to subscribe for ordinary shares of no par value.
11 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.
For the year ending 31 December 2021, the Company has renamed its 'Other' segment as 'New economy'.
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 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 Estate | Includes investments in Minuet Ltd, SG Land Co. Ltd., a property joint venture in Niseko, Hokkaido, Japan, and Desaru Peace Holdings Sdn Bhd |
| | |
| Education | Includes WCIB International Co. Ltd. (WCIB) and Creative Technology Solutions DMCC (CTS) |
| | |
| Logistics | Indo Trans Logistics Corporation |
| | |
| New Economy | Includes Smarten Spaces Pte. Ltd. (Smarten), Good Capital Partners and Good Capital Fund I (collectively, Good Capital), August Jewellery Pvt Ltd (Melorra), Kieraya Furnishing Solutions Private Limited (Furlenco), Meesho Inc. (Meesho), Catbus Infolabs Pvt. Ltd (Blowhorn), Solarsquare Energy Pvt Limited (Solar Square), Mavi Holding Pte. Ltd. (Mavi) and Epic Games |
| | |
| Cash and temporary investments | Includes government securities or other investment grade securities, liquid investments which are managed by third party investment managers of international repute, and deposits placed with commercial banks |
| | |
Information on reportable segments
| | Healthcare | Hospitality | Education | Lifestyle | Lifestyle/ Real Estate | Logistics | Cash and temporary investments | New Economy | Total |
| | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
| 31 December 2022 | | | | | | | | | |
| Investment income | | | | | | | | | |
| - Interest income | - | - | - | - | - | - | 249 | - | 249 |
| - Dividend income | - | 5,995 | - | - | 7,495 | - | 1,010 | - | 14,500 |
| | - | 5,995 | - | - | 7,495 | - | 1,259 | - | 14,749 |
| | | | | | | | | | |
| Fair value changes of financial assets at fair value through profit or loss | 12,183 | 665 | (5,869) | 4,999 | (12,453) | 8,240 | (1,028) | 2,165 | 8,902 |
| | 12,183 | 665 | (5,869) | 4,999 | (12,453) | 8,240 | (1,028) | 2,165 | 8,902 |
| | | | | | | | | | |
| Loss on disposal of financial assets at fair value through profit or loss | - | - | - | - | - | - | (1) | - | (1) |
| Exchange loss, net | 1 | - | 1 | (2,435) | (1,900) | 1 | 15 | 4 | (4,313) |
| | 1 | - | 1 | (2,435) | (1,900) | 1 | 14 | 4 | (4,314) |
| | | | | | | | | | |
| Net investment results | 12,184 | 6,660 | (5,868) | 2,564 | (6,858) | 8,241 | 245 | 2,169 | 19,337 |
| | | | | | | | | | |
| 31 December 2021 | | | | | | | | | |
| Investment income | | | | | | | | | |
| - Interest income | - | - | - | - | - | - | 2 | - | 2 |
| - Dividend income | 37,458 | 140,000 | - | - | - | - | 4,774 | - | 182,232 |
| | 37,458 | 140,000 | - | - | - | - | 4,776 | - | 182,234 |
| | | | | | | | | | |
| Fair value changes of financial assets at fair value through profit or loss | (17,550) | (130,998) | 1,890 | 23,348 | (5,081) | 89,814 | (4,790) | (1,727) | (45,094) |
| Loss on disposal of financial assets at fair value through profit or loss | - | - | - | - | - | - | (4) | - | (4) |
| Exchange loss, net | (2) | - | (2) | (3,114) | (1,076) | (1) | 16 | (2) | (4,181) |
| | (17,552) | (130,998) | 1,888 | 20,234 | (6,157) | 89,813 | (4,778) | (1,729) | (49,279) |
| | | | | | | | | | |
| Net investment results | 19,906 | 9,002 | 1,888 | 20,234 | (6,157) | 89,813 | (2) | (1,729) | 132,955 |
| | | | | | | | | | |
| 31 December 2022 | | | | | | | | | |
| Segment assets | 52,117 | 66,135 | 12,185 | 56,031 | 92,870 | 152,262 | 18,574 | 46,625 | 496,799 |
| | | | | | | | | | |
| Segment liabilities | - | - | - | - | - | - | - | - | - |
| | | | | | | | | | |
| 31 December 2021 | | | | | | | | | |
| Segment assets | 52,830 | 68,487 | 16,765 | 53,415 | 105,029 | 143,989 | 8,366 | 40,231 | 489,112 |
| | | | | | | | | | |
| Segment liabilities | - | - | - | - | - | - | - | - | - |
Less than US$1,000
The reportable operating segments derive their revenue primarily by achieving returns, consisting of dividend income, interest income and appreciation in fair value. The Company does not monitor the performance of these investments by measure of profit or loss.
Reconciliations of reportable segment profit or loss and assets
| | | 31 December 2022 | 31 December 2021 |
|
| | US$'000 | US$'000 |
| Profit or loss | | | |
| Net investments results | | 17,168 | 134,684 |
| Net investment results for new economy segment | | 2,169 | (1,729) |
| Unallocated amounts: | | | |
| - Management fees | | (10,663) | (9,057) |
| - Non-executive director remuneration | | (400) | (400) |
| - Other corporate expenses | | (682) | (1,028) |
| Profit for the year | | 7,592 | 122,470 |
|
| | | |
| Assets | | | |
| Total assets for reportable segments | | 450,174 | 448,881 |
| Assets for new economy segment | | 46,625 | 40,231 |
| Other assets | | 82 | 70 |
| Total assets | | 496,881 | 489,182 |
|
| | | |
| Liabilities | | | |
| Total liabilities for reportable segments | | - | - |
| Other payables | | 419 | 327 |
| Total liabilities | | 419 | 327 |
| | | | |
12 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 2022, the Company recognised dividend income from its unconsolidated subsidiaries amounting to US$14,500,000 (2021: US$182,232,000).
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 (2021: US$400,000) were declared as payable to four directors (2021: four 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
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 2021. During the financial year ended 31 December 2022, management fee amounting to US$10,663,000 (31 December 2021: US$9,057,000) paid/payable to the Investment Manager has been recognised in the condensed financial statements.
As at 31 December 2022 and 31 December 2021, 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 2022 and 31 December 2021.
13 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$4,045,000 (THB140,000,000). As at
31 December 2022, US$3,467,000 (THB120,000,000) (2021: US$3,613,000 (THB120,000,000)) has been drawn down. The Company is committed to grant the remaining loan amounting to US$578,000 (THB20,000,000) (2021: US$602,000 (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 the net asset value as at 31 December 2022. Approximately 78.08% of this commitment had been funded as at 31 December 2022 with 21.92% of the commitment subject to be called.
The Company committed to incremental funding in Mavi Holding Pte. Ltd. that is subject to certain milestones being achieved. The total remaining contingent commitment amounts aggregate to less than 1% of the net asset value as at 31 December 2022.
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.
14 Subsequent events
Subsequent to 31 December 2022,
· the Company completed a new investment in Isprava Vesta Private Limited. The total consideration was less than 5% of NAV
· the Company sold 6.30 million shares of MINT and 6.06 million warrants for a total net consideration of US$7.75 million
· the Company completed a second tranche of its investment in Mavi Holding Pte. Ltd. The total consideration was less than 1% of NAV
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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