Not for Distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.
20 March 2024
Symphony International Holdings Limited
Financial Results for the year ended 31 December 2023
Symphony International Holdings Limited ("Symphony" or the "Company" or "SIHL") announces results for the year ended 31 December 2023. The condensed financial statements of the Company have 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 2023, the issued share capital of the Company was US$409.70 million (2022: US$409.70 million) consisting of 513,366,198 (2022: 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 other assets, less 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 2023 was US$0.7427 (2022: US$0.9675) per share. This represents a 23.24% decrease over the NAV per share at 31 December 2022.
Chairmen's Statement
Dear Shareholders,
Global markets faced significant challenges in 2023, primarily driven by persistent inflation. The economic backdrop prompted central banks to implement successive interest rate hikes, with the Federal Reserve executing 11 such hikes between 2022-2023, taking rates from nearly zero to over 5%. The change in interest rates has had substantial repercussions across business sectors and asset classes, including some in Symphony's portfolio. However, signs of inflation easing and rising expectations of interest rate cuts since the end of 2023 have facilitated a reversal in financial markets that continued to gain momentum in early 2024.
Despite a slowdown in deal activity in the private equity and real estate sectors due to the spike in interest rates, Symphony successfully completed three full and two partial exits in 2023. The net proceeds from these realisations amounted to US$30.44 million, which facilitated a dividend payment by Symphony of US$12.83 million or 2.5 US cents per share in 2023. Following this distribution, the cumulative amount returned since 2014 increased to US$329.37 million through a combination of cash dividends and share buybacks.
Symphony's net asset value ("NAV") decreased by 23.24% in 2023 year-over-year to US$381.26 million. Excluding dividends paid, NAV would have decreased by 20.66% to US$394.10 million. Approximately two thirds of the decrease was due to a drop in our valuation of Indo Trans Logistics Corporation ("ITL"), Vietnam's largest independent integrated logistics company. While we continue to be bullish for the prospects for this business, there has been a general slowdown in air and sea freight volumes and rates that affected the overall logistics sector. ITL's business saw some recovery in the fourth quarter of 2023 and its management expect this trend to continue in 2024. With a rapidly growing domestic economy and the diversification of supply chains away from China, the long-term prospects for ITL are very attractive.
Shareholders will recall that we hold development land assets that we have partially developed & monetized in the past. Symphony owns approximately half of Minuet Limited ("Minuet"), which holds 29.88 hectares of land in Bangkok, Thailand. The development activity in Bangkok around Minuet's land holdings, over the past decade, has been very encouraging and includes a number of luxury residential developments, top schools and transport links (road and mass transit rail) connecting to key parts of the city and the main airport. There have been recent listings and completed sales of smaller parcels in the area at higher valuations than Symphony currently holds Minuet's land on its books. We are in regular contact with local developers that have expressed interest in acquiring additional land for development.
Symphony's interest in another property-related company, SG Land Company Limited ("SG Land"), in Bangkok, Thailand, was sold in the fourth quarter of 2023. SG Land held the leasehold rights to two office buildings. Over an investment period of 16-years, Symphony realised a net return and multiple on invested capital of 8.38% per annum and 2.02 times, respectively.
The branded residential development component of the One&Only Desaru Coast Resort in Malaysia, jointly developed with a subsidiary of Khazanah Nasional Berhad, the investment arm of the government of Malaysia, is expected to launch in 2024. We are in negotiations with a top residential brokerage and marketing firm to assist with sales of the 47 villa development land plots that we expect will take place over the next several years. The hotel operations of the property will also benefit from the gradual inclusion of the branded residences into the managed hotel rental pool. The hotel operator, One&Only, intend to use the villas to address the high demand for multi-generational travel.
In Niseko, Hokkaido, Japan, we have retained ownership of land and are involved in a joint venture to develop ski-in/ski-out condominium residences on one of the parcels. After the previous ski season, where visitor numbers reached approximately 80% of pre-pandemic levels, the current 2023/2024 ski season is expected to fully recover, if not surpass, previous records. Demand for real estate remains strong as Niseko re-establishes itself as a premium ski and year-round destination, especially for travellers in Asia. We aim to accelerate planning for the joint venture development following the current ski season.
Our newest investment in the real estate sector, made at the beginning of 2023, is Isprava Vesta Private Limited ("Isprava"), a real estate company based in India that constructs, designs and sells luxury branded villas in non-urban markets. The group also operates a property management business that rents luxury villas, including Isprava constructed homes and third-party homes in India and overseas. With growing disposable income domestically and international attention on India with its long-term secular growth prospects, there is strong demand for Isprava's offering. More recently, the company introduced a more accessible property format that was met with strong demand and sold out in a short period of time to domestic and international buyers.
On the hospitality side, we still have a stake, albeit reduced, in Minor International ("MINT"). MINT's business reported the highest annual profit in its history in 2023. Robust leisure and business travel drove double-digit growth in occupancy and revenue per available room. In the restaurant division, a revival in dine-in activities contributed to an increase in same-store-sales and margins. At the end of 2023, MINT operated 532 hotels and 2,645 restaurants and announced plans to grow this over the next three years by a further 200 to 250 hotels and one thousand restaurants based on a current pipeline of opportunities. Following a run-up in MINT's share price in early 2023, Symphony took the opportunity to sell some MINT shares and warrants. We sold 6.30 million and 9.99 million shares and warrants, respectively, and realised net proceeds of US$8.86 million. Symphony's annualised return on the shares sold in 2023 over the past 17-years based on the average cost per share is 13.21% per annum and 5.47 times our cost. The prospects for international leisure travel are expected to remain strong and we think our residual investment in this business will also yield attractive returns as the stock price starts to catch up with the company's strong business performance.
Symphony's healthcare sector investments in India continue to progress with their respective business plans and perform well. ASG Hospitals Private Limited ("ASG"), which operates eye-healthcare hospitals across India, grew its footprint to 147 eye-hospitals at the end of 2023 from 52 hospitals a year earlier. The acquisition and consolidation of Vasan Health Care Pvt. Ltd, which management have been successful in integrating and growing in a short period of time, contributed to most of the increase. Together with positive same-hospital-sales-growth, management have developed a strong pipeline of new acquisition opportunities to grow the company's pan-India platform in the medium term. Soothe Healthcare Private Limited ("Soothe"), which manufactures and distributes fast-moving consumer healthcare products, including feminine hygiene and diapers, has been successful in pivoting from growth to profitability. Soothe has revamped it distribution focus and is developing more effective marketing campaigns to enhance margins and minimise marketing expenses. These initiatives have allowed the group to report its first monthly positive earnings before interest, tax, depreciation and amortisation ("EBITDA") in January 2024. Soothe has a strong positioning and opportunity to capitalise on the long-term favourable market dynamics for consumer products in India.
Two of our businesses in the lifestyle segment have been particularly affected by the downturn in home sales and consumer discretionary spending. The Liaigre Group ("Liaigre"), a luxury interior architecture and furniture design business, and Chanintr Living Limited ("Chanintr"), a luxury lifestyle company that distributes high-end US and European furniture and provides interior solutions to real estate projects in Thailand, both reported lower revenue numbers for 2023. Sales of Liaigre and Chanintr were down 4.93% and 11.06%, respectively, in 2023 compared to a year earlier. The gradual shift back to work in offices following work-from-home arrangements during the pandemic has also contributed to the weaker demand for home furnishings. Chanintr reported some recovery in the fourth quarter of 2023 and Liaigre continues to have strong demand at its showrooms in China and Singapore as well as for its interior architecture offering. While we expect discretionary spending to remain subdued for the first half of 2024, we are seeing a gradual improvement. Shareholders may recall that, earlier in 2023, we had announced the sale of our minority interest in the Wine Connection Group, a wine-themed food and beverage chain operating in South Asia, at approximately our cost and above the value used in our valuation prior to the agreed sale.
Symphony's investments in the education sector include Creative Technology Solutions DMCC ("CTS"), a company that provides technology solutions to K12 schools in the Middle East, and WCIB International Co. Ltd, a joint venture that developed and operates the prestigious Wellington College International Bangkok ("WCIB"). We sold our interest in CTS in the third quarter of 2023 for 2.46 times our cost and a return on investment of 24.05% per annum.
Our investment in WCIB, a top co-educational K12 school in Bangkok, Thailand, continues to ramp up operations and reported its first positive EBITDA for the academic year ended in July 2023. WCIB's management initiated a new capital expenditure plan to enhance facilities in order to maintain a pre-eminent position amongst international schools in Bangkok and expand student capacity to cater to the strong demand for placements at the school.
Symphony has nine investments in the new economy sector that accounted for 9.58% of NAV at 31 December 2023. While the start-up environment in India and South East Asia remains vibrant, new funding continues to remain challenging. Symphony has been assisting investee companies with fund raising initiatives and participated in funding for three investee companies in 2023. We intend to continue to support our portfolio companies where the prospects for the business justify such support.
Our largest investment in this sector by value is Meesho Inc. ("Meesho"), a social e-commerce platform for micro-entrepreneurs, small to medium enterprises and consumers in India. The company reported profitability after tax during the quarter ended 31 December 2023 after growing net merchandise value by 36% during the previous 12-months. Monthly transactional users also grew by the same percentage over the same period to 43 million.
Another of our larger investments in this sector is Smarten Spaces ("Smarten"), a software-as-a-service company that provides software solutions for space management in commercial and industrial properties. Despite ongoing difficulties due to a recalcitrant shareholder blocking fundraising initiatives, the company has reduced its cash burn and expects to be cashflow positive during the first quarter of 2024. Until the company is able to address its fundraising difficulties, the growth potential for this business will continue to be hampered.
Symphony committed to the second fund of Good Capital in early 2023 to gain further exposure to India's burgeoning start-up ecosystem. Good Capital Partners is an investment manager focused on seed investments in India. In addition to committing to its two funds, Symphony also owns a minority interest in the Manager. At 31 December 2023, their first fund, GCF I had made investments in 78 companies and had a distributed value to paid-in capital of 0.23 times and an overall a multiple on invested capital of 2.29x.
Another significant investment in this sector is August Jewellery Pvt. Ltd. ("Melorra"), an omni-channel fast fashion Indian jewelry company that was growing exponentially by raising capital at ever increasing valuations but has recently faced hurdles with its fundraising initiatives as the venture market has dried up. While the offline retail operations have been performing well, Melorra has had to restrict online operations due to capital constraints and a noticeable shift in consumer behavior post covid. This has materially affected its overall performance and we are working closely with the management team to assist with raising new capital.
Other smaller investments in this sector 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, Solar Square Energy Pvt. Ltd ("Solar Square"), a rooftop solar panel solutions provider, Mavi Holding Pte. Ltd., an insurance product developer and program administrator services provider for insurance carriers and vehicle manufacturers and Epic Games, Inc., a US based video game and software developer.
Symphony's share price continues to trade at a material discount to its NAV per share, despite the management team's regular reports on the portfolio and the payment of an attractive dividend yield for the past several years. Following a strategic review by the board of the Company, it was announced in September 2023 that Symphony would no longer make new investments from proceeds of sales, other than follow-on investments related to existing portfolio companies. Proceeds of sale would, to the extent practical, be returned to shareholders so that shareholders would ultimately be able to receive the true value of the investment portfolio directly rather than rely on the market price of the shares. As a consequence of this updated strategy, the minimum floor of the Investment Manager's Management Fee was removed and any new investments going forward, can only be made from fresh pools of capital that the Manager may choose to raise.
Barring unforeseen unfavourable geopolitical or other negative circumstances, we anticipate that the value of our investments will continue to grow in the coming years, offering favourable opportunities for timely exits. Factors, such as easing inflation, secular growth trends and a more positive outlook in markets where Symphony's investments are concentrated support this outlook. As the largest stakeholders in the Company, the investment management team is fully aligned with shareholders to maximise shareholder value with this new strategy. We would like to thank all our shareholders for their patience & continued support and also the management teams of our investee companies for their focus and dedication to building successful businesses and skilfully navigating difficult times.
Lastly, as previously announced, this past year we bid a heartfelt farewell to our fellow Director, Mr. Rajiv Luthra, whose unexpected and sudden departure left a void in our hearts and within the Symphony family. Rajiv's profound impact on our organization extended far beyond his role as a Director and Chairman of the Audit Committee; his counsel & many contributions are sorely missed.
Georges Gagnebin
Chairman, Symphony International Holdings Limited
Anil Thadani
Chairman, Symphony Asia Holdings Pte. Ltd.
19 March 2024
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 2023 through 31 December 2023, referred to as "the year ended 31 December 2023".
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 2023, the total amount invested by Symphony since admission to the Official List of the London Stock Exchange in August 2007 was US$632.13 million (2022: US$615.32 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$33.60 million at 31 December 2023, down from US$38.40 million a year earlier.
The change is due to (i) distributions and the partial realisation of shares and warrants of MINT providing net proceeds of US$9.64 million which cumulatively increased proceeds (including partial realisations and dividend income) in excess of total cost for this investment to US$244.14 million at 31 December 2023, (ii) the partial realisation of ITL shares providing net proceeds of US$6.86 million, (iii) new and follow-on investments in unlisted investments amounting to US$16.81 million and (iv) other unlisted investment realisations, dividends, interest income and adjustments of US$5.11 million.
The fair value of investments, excluding temporary investments, held by Symphony was US$390.23 million at 31 December 2023, which compares to US$496.80 million a year earlier. This change comprised a decrease in the value of listed and unlisted securities by US$92.73 million, new and follow-on investments of US$16.81 million less realisations (including divestments, shareholder loan repayments and return of capital) amounting to US$30.65 million.
Cost and fair value of investments by sector
|
|
| 2023 | ||
|
|
|
|
|
|
|
|
| Cost1 | Fair value | NAV3 |
|
|
| US$'000 | US$'000 | % |
|
| |
|
|
|
| Healthcare | | 17,229 | 59,166 | 15.52% |
| Hospitality | | (244,143) | 52,545 | 13.78% |
| Lifestyle | | 76,072 | 36,863 | 9.67% |
| Education | | 26,793 | 15,319 | 4.02% |
| Logistics | | 35,278 | 74,591 | 19.56% |
| Lifestyle / real estate | | 75,590 | 115,236 | 30.22% |
| New economy | | 46,774 | 36,507 | 9.58% |
| Subtotal | | 33,593 | 390,227 | 102.35% |
| Temporary investments2 | | | (8,965) | (2.35%) |
| Net asset value | | | 381,262 | 100.00% |
| | | | | |
|
|
| 2022 | ||
|
|
|
|
|
|
|
|
| Cost1 | Fair value | NAV3 |
|
|
| US$'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 investments2 | | | (112) | (0.02%) |
| Net asset value | | | 496,686 | 100.00% |
| | | | | |
(1) Cost of investments includes all unrealized investments after deducting shareholder loan repayments, redemptions, partial realisations, dividends and interest income. This adjusted figure more accurately reflects the capital invested after accounting for returns over the life of the investment.
(2) Temporary investments include cash and cash equivalents and is net of accounts receivable and payable.
(3) NAV is based on the sum of our cash and cash equivalents, temporary investments, the fair value of unrealised investments (including investments in subsidiaries and associates) and any other assets, less all liabilities.
As at 31 December 2023, 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.
Headwinds faced by the logistics sector in 2022 continued to gain strength in 2023, which caused further weakness in freight volumes and yields globally that impacted ITL's performance. Management reported that ITL's port operations continue to be stable and a slow recovery in air and sea freight, which began in late 2023, is expected to continue in 2024. Aside from increasing efficiency, ITL is strategically expanding areas of the business to position for an ongoing recovery in the sector. The outlook for the business is encouraging with attractive secular growth trends, including strong domestic economic growth and the diversification of supply chains outside of China.
During 2023, Symphony completed the sale of a small number of shares to a strategic Asian logistics company as part of a larger secondary offering mentioned in earlier updates. The gross and net sale consideration received was 5.5 times and 4.6 times Symphony's cost of shares sold, respectively.
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$35.28 million (2022: US$42.14 million) at 31 December 2023. The fair value of Symphony's interest in ITL at 31 December 2023 was US$74.59 million (2022: US$152.25 million). The change in valuation is primarily due to a decline in trailing EBITDA used to value this business.
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 167 other hotels and serviced suites with 78,253 rooms. MINT owns and manages hotels in 55 countries predominantly under its own brand names that include Anantara, Oaks, NH Collection, NH Hotels, nhow, Elewana, AVANI, Per AQUUM and Tivoli.
As at 31 December 2023, MINT also owned and operated 2,645 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 76% 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 (286 outlets), wholesale and direct marketing channels under brands that include Anello, Bossini, Charles & Keith and Zwilling J.A. Henckels amongst others.
MINT reported its highest ever core profit that was driven by a strong performance of hotel and restaurant operations. Core revenue and earnings before interest, tax, depreciation and amortisation ("EBITDA") grew by 21.90% and 29.84%, respectively, in 2023 year-over-year. Growing demand for travel following the pandemic has led to an ongoing recovery in hotel occupancies and more favourable pricing. Also, a revival of dine-in activities has benefited MINT's restaurant platform.
Symphony's gross investment cost in MINT was US$82.82 million (2022: US$82.82 million) at 31 December 2023. The net cost on the same date, after deducting partial realisations and dividends received, was (US$244.14 million) (2022: (US$234.50 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 2023 was US$52.55million (2022: US$65.67 million). The change in value of approximately (US$13.12 million) is due to the sale of 6.30 million and 9.99 million MINT shares and warrants respectively that generated net proceeds of US$8.86 million and a decrease in MINT share price by 9.30% in 2023 that was partially offset by a strengthening of the onshore Thai baht rate by 1.34%.
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 2023 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 2023, the Company's investment cost (net of shareholder loan repayments) was approximately US$13.13 million (2022: US$13.13 million). The fair value of the Company's interest in Minuet on the same date was US$61.76 million (2022: US$61.09 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 appreciation of the Thai baht by 1.10% 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 25 showrooms in 11 countries across Europe, the North America and Asia, Liaigre has a design studio that undertakes exclusive interior architecture projects for select yachts, hotels, and restaurants and private residences.
The Luxury furniture market was impacted by a slowdown in the housing sales and discretionary spending in 2023. As a result, Liaigre's sales declined by 4.93% as showroom sales in the US and Europe slowed and certain large orders were delayed. Management expects some recovery in 2024 with a general improvement in global economy. Showrooms in Asia and the interior architecture business continued to perform well in 2023 and are forecast to grow further in the coming year.
Symphony's gross investment cost in Liaigre was US$79.68 million (2022: US$79.68 million) at 31 December 2023. The net cost on the same date, after deducting partial realisations, was US$67.63 million (2022: US$67.63 million). The fair value of Symphony's investment at 31 December 2023 was US$29.89 million (2022: US$41.86 million). The change in value is due to a decline in EBITDA and comparable company multiples used in the valuation for this investment as well as a depreciation in the Euro by 3.12%.
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 operations of the One&Only Desaru Coast Resort were impacted during 2023 due to the closure of the beach and beach club for several months due to remediation works. The closure affected booking and as a result, average occupancy levels during the year. Management is positive on the outlook for the coming year following an enhancement of offerings at the spa and other initiatives that have been positive in activating weekday stays as well as growing MICE tourism. The property continues to operate at high occupancy levels during weekends.
The shareholders are working with top marketing and brokerage agencies to launch private homes sales later in 2024 in a number of jurisdictions. Preparations required for the launch have taken more time than initially expected.
Symphony invested approximately US$58.78 million (2022: US$58.78 million) in the joint venture at 31 December 2023. The fair value for this investment on the same date was US$27.11 million, which compares to US$30.50 million at 31 December 2022. The lower value is result of a change in various inputs in the discounted cashflow model used to value this investment, the accrual of interest related to shareholder financing and a depreciation in the Malaysian ringgit by 4.41%.
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 147 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 2023 with the consolidation of Vasan Health Care Pvt. Ltd. in March 2023, which added approximately 90 eye-hospitals to the group. ASG had a total of 147 eye-hospitals across India at the end of 2023. Aside from inorganic growth, same-hospital revenue is positive and the management team have developed an extensive pipeline of greenfield and brownfield opportunities to grow the business in the coming years.
Symphony's net investment cost in ASG was US$3.65 million (2022: US$3.65 million) at 31 December 2023. The fair value of Symphony's investment at 31 December 2023 was US$40.97 million (2022: US$28.33 million). The increase in value is predominantly due to growth in EBITDA and comparable company market multiples, which are used in the valuation for this business.
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 subsequently made investments through convertible notes and securities from 2020 to 2023.
During 2023, Soothe's management strengthened its focus on achieving profitability. The distribution platform and product mix as a result has been rationalised with channels that have higher margins being prioritised. The profitability of the business has gradually improved during the year and the company reported its first positive EBITDA in January 2024. Management have indicated that Soothe will not require additional equity funding to execute its current business plan.
Symphony's gross and net investment cost in Soothe was US$13.42 million (2022: US$12.75 million) at 31 December 2023. The fair value of Symphony's investment at 31 December 2023 was US$18.20 million (2022: US$23.38 million). The change in value is predominantly due to lower trailing revenue in 2023 used to value this business.
Other Investments
In addition to the investments above, Symphony has 13 additional non-material investments, at 31 December 2023. Pending investment in suitable opportunities, Symphony has placed funds in certain temporary investments.
Capitalisation and NAV
As at 31 December 2023, the Company had US$409.7 million (2022: US$409.70 million) in issued share capital and its NAV was US$381.26 million (2022: US$496.69 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 2023.
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 2023 (2022: 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 2023, Symphony recognised other operating income of US$12.28 million (2022: US$14.75 million) that mainly comprised intercompany dividend transactions and interest income on cash balances.
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 2023, other operating expenses amounted to US$1.44 million (2022: US$5.40 million), which includes US$0.34 million in unrealised foreign exchange losses. Excluding foreign exchange losses and interest expense, other operating expenses in 2023 and 2022 would be US$1.10 million and US$1.08 million, respectively.
Management Fee
The management fee amounted to US$9.66 million for the year ended 31 December 2023 (2022: US$10.66 million). The management fee was calculated on the basis of 2.25% of NAV with a cap of US$15 million per annum. A floor on the management fee of US$6 million per annum was removed in September 2023 following the Company's adoption of a new strategy.
Liquidity and Capital Resources
At 31 December 2023, Symphony's cash balance was US$9.09 million (2022: US$18.57 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$52.55 million (2022: US$65.67 million) 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 2023 and 31 December 2022, 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 a maximum amount and a minimum amount, which was removed following an announced change in strategy in September 2023) 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). Public health crises such as SARS, H1N1/09 flu, avian flu, Ebola, and the 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 wars 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.
19 March 2024
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 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 2023
| | Note | 2023 | 2022 |
| | | US$'000 | US$'000 |
| Non-current assets |
|
| |
| Financial assets at fair value through profit or loss | 8 | 372,655 | 478,226 |
| Prepayment | | * | * |
| | | 372,655 | 478,226 |
| Current assets | | | |
| Other receivables and prepayments | | 70 | 82 |
| Cash and cash equivalents | | 9,093 | 18,573 |
| | | 9,163 | 18,655 |
| Total assets | | 381,818 | 496,881 |
|
| | | |
| Equity attributable to equity holders | | | |
| Share capital | | 409,704 | 409,704 |
| Accumulated (losses)/profits | | (28,311) | 86,758 |
| Total equity carried forward | | 381,393 | 496,462 |
|
| | | |
| Current liabilities | | | |
| Other payables | | 425 | 419 |
| Total liabilities | | 425 | 419 |
| Total equity and liabilities | | 381,818 | 496,881 |
|
| | | |
* Less than US$1,000
Symphony International Holdings Limited
Unaudited condensed statement of comprehensive income
For the financial year ended 31 December 2023
| | Note | 2023 | 2022 |
| | | US$'000 | US$'000 |
| | | | |
| Other operating income | 6 | 12,280 | 14,749 |
| Other operating expenses | 7 | (1,441) | (5,395) |
| Management fees | | (9,664) | (10,663) |
| Profit/(Loss) before investment results and income tax | | 1,175 | (1,309) |
| Loss on disposal of financial assets at fair value | | - | (1) |
| Fair value changes in financial assets at fair value | 9 | (103,410) | 8,902 |
| (Loss)/Profit before income tax |
| (102,235) | 7,592 |
| Income tax expense | | - | - |
| (Loss)/Profit for the year | | (102,235) | 7,592 |
| Other comprehensive income for the year, net of tax | | - | - |
| Total comprehensive income for the year | | (102,235) | 7,592 |
|
| | | |
| Earnings per share: | | | |
|
| | US Cents | US Cents |
|
| | | |
| Basic | 10 | (19.91) | 1.48 |
| Diluted | 10 | (19.91) | 1.48 |
|
| | | |
Symphony International Holdings Limited
Unaudited condensed statement of changes in equity
For the financial year ended 31 December 2023
| | Share | Accumulated profits/(losses) | Total | ||
| | US$'000 | US$'000 | US$'000 | ||
| | | | | ||
| At 1 January 2022 | 409,704 | 79,151 | 488,855 | ||
| | | | | ||
| Total comprehensive income for the year | - | 7,592 | 7,592 | ||
| | | | | ||
| Transactions with owners, recognised directly in equity Contributions by and distributions to owners | | | | ||
| Forfeiture of dividend paid in prior years | - | 15 | 15 | ||
| Total transactions with owners | - | 15 | 15 | ||
| | | | | ||
| At 31 December 2022 | 409,704 | 86,758 | 496,462 | ||
| | | | | ||
| At 1 January 2023 | 409,704 | 86,758 | 496,462 | ||
| | | | | ||
| Total comprehensive income for the year | - | (102,235) | (102,235) | ||
| | | | | ||
| Transaction with owners, recognised directly in equity Contributions by and distributions to owners | | | | ||
| Dividends declared and paid of US$0.025 per share | - | (12,834) | (12,834) | ||
| Total transaction with owners | - | (12,834) | (12,834) | ||
| | | | | ||
| At 31 December 2023 | 409,704 | (28,311) | 381,393 | ||
| | | | | ||
Symphony International Holdings Limited
Unaudited condensed statement of cash flows
For the financial year ended 31 December 2023
|
| |||
|
|
| 2023 | 2022 |
|
|
| US$'000 | US$'000 |
| Cash flows from operating activities | | | |
| (Loss)/Profit before income tax | | (102,235) | 7,592 |
| Adjustments for: | | | |
| Dividend income | | (11,864) | (14,500) |
| Exchange loss, net | | 337 | 4,313 |
| Interest income | | (416) | (249) |
| Loss on disposal of financial assets at fair value | | - | 1 |
| Fair value changes in financial assets at fair value through profit or loss | | 103,410 | (8,902) |
| | | (10,768) | (11,745) |
| Changes in: | | | |
| - Other receivables and prepayments | | 10 | (5) |
| - Other payables | | 4 | 100 |
| | | (10,754) | (11,650) |
| Interest received (net of withholding tax) | | 418 | 242 |
| Net cash used in operating activities | | (10,336) | (11,408) |
|
| | | |
| Cash flows from investing activities | | | |
| Net proceeds received from unconsolidated subsidiaries | | 13,691 | 21,613 |
| Net cash from investing activities | | 13,691 | 21,613 |
|
| | | |
| Cash flows from financing activities | | | |
| Dividend paid | | (12,834) | - |
| Receipts from forfeiture of dividend paid in prior years | | - | 15 |
| Net cash (used in)/from financing activities | | (12,834) | 15 |
|
| | | |
| Net (decrease)/increase in cash and cash equivalents | | (9,479) | 10,220 |
| Cash and cash equivalents at 1 January | | 18,573 | 8,357 |
| Effect of exchange rate fluctuations | | (1) | (4) |
| Cash and cash equivalents at 31 December | | 9,093 | 18,573 |
|
| | | |
Significant non-cash transactions
During the financial year ended 31 December 2023, the Company received dividends of US$11,864,000 (2022: US$14,500,000) from its unconsolidated subsidiaries of which US$11,864,000 (2022: US$14,500,000) 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 2023
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 2023:
New accounting standards and amendments
The Company has applied the following IFRSs and amendments to IFRS for the first time for the annual period beginning on 1 January 2023:
· IFRS 17: Insurance Contracts
· Amendments to IAS 12: Deferred tax related to Assets and Liabilities arising from a Single Transaction
· Amendments to IAS 12: International Tax Reform - Pillar Two Model Rules
· Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies
· Amendments to IAS 8: Definition of Accounting Estimates
Other than the below, the application of these amendments to accounting standards and interpretations did not have a material effect on these condensed financial statements.
Global minimum top-up tax
The Amendments to IAS 12: International Tax Reform - Pillar Two Model Rules provide a temporary mandatory exception from deferred tax accounting for the top-up tax that may arise from the jurisdictional adoption of the Pillar Two model rules published by the Organisation for Economic Co-operation and Development, and require new disclosures about the Pillar Two tax exposure.
The mandatory exception is effective immediately and applies retrospectively. However, the amendments have no impact on the Company as the Company's revenue is less than EUR 750 million/year and it is not in scope of the Pillar Two model rules.
Material accounting policy information
The Company adopted Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies for the first time in 2023. Although the amendments did not result in any changes to the accounting policies themselves, they impact the accounting policy information to be disclosed in the financial statements as at and for the year ended 31 December 2023.
The amendments require the disclosure of 'material', rather than 'significant', accounting policies. The amendments also provide guidance on the application of materiality to disclosure of accounting policies, assisting entities to provide useful, entity-specific accounting policy information that users need to understand other information in the financial statements.
These unaudited condensed financial statements were approved by the Board of Directors on 19 March 2024.
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 Use of 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 2022.
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 2023 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 9.
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
| |
| 2023 | 2022 |
| | | US$'000 | US$'000 |
| | | | |
| Dividend income | | 11,864 | 14,500 |
| Interest income | | 416 | 249 |
| | | 12,280 | 14,749 |
| | | | |
7 Other operating expenses
| |
| 2023 | 2022 |
| | | US$'000 | US$'000 |
| | | | |
| Exchange loss, net | | 337 | 4,313 |
| Non-executive director remuneration | | 330 | 400 |
| General operating expenses | | 774 | 682 |
| | | 1,441 | 5,395 |
| | | | |
8 Financial assets at fair value through profit or loss
During the financial year ended 31 December 2023, the Company recognised changes in financial assets at fair value through profit and loss of a loss of US$103,410,000 (2022: a gain of US$8,902,000).
9 Financial instruments
Carrying amounts versus fair values
The carrying amounts and fair values of financial assets and financial liabilities are as follows. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
|
| Carrying amount |
| |||
|
| Fair value through | Amortised cost | Other financial liabilities | Total | Fair value |
|
| US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
| 31 December 2023 | | | | | |
| Financial assets measured at | | | | | |
| Financial assets at fair value through profit or loss | 372,655 | - | - | 372,655 | 372,655 |
|
| | | | | |
| Financial assets not measured | | | | | |
| Other receivables1 | - | 5 | - | 5 | |
| Cash and cash equivalents | - | 9,093 | - | 9,093 | |
| | 372,655 | 9,098 | - | 381,753 | |
| Financial liabilities not measured at fair value | | | | | |
| Other payables | - | - | (425) | (425) | |
| | | | | | |
| 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) | |
| | | | | | |
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 2023 | | | | |
| Financial assets at fair value through profit or loss | - | - | 372,655 | 372,655 |
| | | | | |
| 31 December 2022 | | | | |
| Financial assets at fair value through profit or loss | - | - | 478,226 | 478,226 |
| | | | | |
Significant unobservable inputs used in measuring fair value
This table below sets out information about significant unobservable inputs used at 31 December 2023 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 2023 | Fair value at 31 December 2022 | Valuation technique | Unobservable input | Range (Weighted average) | Sensitivity to changes in significant unobservable inputs | ||||||
| US$'000 | US$'000 | |||||||||||
| | | | | | | | ||||||
| Rental properties | - | 2,429 | Income approach | Rental growth rate
Occupancy rate
Discount rate | N/A (2022: -0.7% - 2.0%)
N/A (2022: 15% - 51%)
N/A (2022: 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 | 58,938 | 59,941 | Comparable valuation method | Price per square meter for comparable land | US$260 - U$7,516 per square meter | The estimated fair value would increase if the price per square meter was higher. | ||||||
| | | | | | | | ||||||
| Operating business | 187,031 | 292,350 | Enterprise value using comparable traded multiples | Earnings before interest, tax, depreciation and amortisation ("EBITDA") multiple (times) | 3.6x - 35.2x, median 9.3x (2022: 0.3x - 33.4x, median 7.7x) | The estimated fair value would increase if the EBITDA multiple was higher. | ||||||
| | | |
| |||||||||
| | | | Revenue multiple (times) | 0.3x - 10.5x, median 3.4x (2022: 0.6x - 12.5x, median 5.9x) | The estimated fair value would increase if the revenue multiple was higher. | |||||||
| | | | | | | |||||||
| | | | | Discount for lack of marketability | 25% | The estimated fair value would increase if the discount for lack of marketability was lower. | ||||||
| | | | | | | | ||||||
| Description | Fair value at 31 December 2023 | Fair value at 31 December 2022 | Valuation technique | Unobservable input | Range (Weighted average) | Sensitivity to changes in significant unobservable inputs |
| |||||
| US$'000 | US$'000 |
| ||||||||||
| | | | | | | |
| |||||
| Operating business (continued) | | | Option pricing model* | Volatility | 29.8% - 65.5% | The estimated fair value would increase or decrease if the volatility was higher depending on factors specific to the investment. |
| |||||
| | | | |
|
|
|
| |||||
| | | | | Risk-free rate | 3.7% - 6.8% | 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 | 41,916 | 41,325 | Discounted cashflow method | Revenue growth
Expense ratio
Weighted average cost of capital ("WACC")
| 2.8% - 96.5% (2022: 1.0% - 26.9%)
59.0% - 84.9% (2022: 57.9% -87.8%)
11.3% - 15.5% | 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.
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 or upper quartile multiple from comparable companies and applies the multiple to the EBITDA of the underlying investment to reflect more accurately the value of the underlying investment in the circumstances. 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.
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 2023, two investments that previously used a recent transaction price as a 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 were no recent transactions.
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$52,545,000 (2022: US$65,666,000) are held through intermediate holding companies; the value of these companies are mainly determined by the fair values of the ultimate investments.
Level 3 valuations
The following table shows a reconciliation from the beginning balances to the ending balances for fair value measurements in Level 3 of the fair value hierarchy.
|
| 2023 | 2022 |
|
| Financial assets at fair value through profit or loss | |
|
| US$'000 | US$'000 |
| | | |
| Balance at 1 January | 478,226 | 480,755 |
| Fair value changes in profit or loss | (103,410) | 8,902 |
| Net repayment from unconsolidated subsidiaries | (2,161) | (12,942) |
| Net additions | - | 1,511 |
| Balance at 31 December | 372,655 | 478,226 |
| | | |
Sensitivity analysis
Although the Company believes that its estimates of fair value are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair value. For fair value measurements in Level 3 assets, changing one or more of the assumptions used to reasonably possible alternative assumptions would have effects on the profit or loss by the amounts shown below. The effect of the uncertain economic environment has meant that the range of reasonably possible changes is wider than in periods of stability.
|
| ?----- 31 December 2023 -----? | ?----- 31 December 2022 -----? | ||
|
| Effect on profit or loss | Effect on profit or loss | ||
|
| Favourable | (Unfavourable) | Favourable | (Unfavourable) |
|
| US$'000 | US$'000 | US$'000 | US$'000 |
|
| | | | |
| Level 3 assets | 98,293 | (67,782) | 114,517 | (83,076) |
| | | | | |
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% (2022: 10%) for the favourable scenario and reduced by 10% (2022: 10%) for the unfavourable scenario. The discount rate used to calculate the present value of future cash flows was also decreased by 2% (2022: 2%) for the favourable case and increased by 2% (2022: 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% (2022: 20%) in the favourable scenario and reduced by 20% (2022: 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% (2022: 20%) and decreased by 20% (2022: 20%), and DLOM is decreased by 5% (2022: 5%) and increased by 5% (2022: 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% (2022: 10%) and the risk-free rate is adjusted by 2% (2022: 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% (2022: 2%), the expense ratio rate is decreased by 10% (2022: 10%) and the WACC is reduced by 2% (2022: 2%) in the favourable scenario. Conversely, in the unfavourable scenario, the revenue growth rate is reduced by 2% (2022: 2%), the expense ratio rate is increased by 10% (2022: 10%) and the WACC is increased by 2% (2022: 2%).
10 Earnings per share
| |
| 2023 | 2022 |
| | | US$'000 | US$'000 |
| Basic and diluted earnings per share are based on: | | | |
| (Loss)/Profit for the year attributable to ordinary shareholders | | (102,235) | 7,592 |
| | | | |
Basic and diluted earnings per share
| |
| Number of shares 2023 | Number of shares 2022 |
| | | | |
| 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 2023 and 31 December 2022, 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.
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) |
| | |
| Education | Includes WCIB International Co. Ltd. (WCIB) and Creative Technology Solutions DMCC (CTS) |
| | |
| 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, Desaru Peace Holdings Sdn Bhd and Isprava Vesta Private Limited (Isprava) |
| | |
| Logistics | Indo Trans Logistics Corporation (ITL) |
| | |
| New Economy | Includes Smarten Spaces Pte. Ltd. (Smarten), Good Capital Partners, Good Capital Fund I and Good Capital Fund II (collectively, Good Capital), August Jewellery Private Limited (Melorra), Kieraya Furnishing Solutions Private Limited (Furlenco), Meesho Inc. (Meesho), Catbus Infolabs Private Limited (Blowhorn), SolarSquare Energy Private Limited (Solar Square), Mavi Holding Pte. Ltd. (Mavi) and Epic Games, Inc. |
| | |
| 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 2023 | | | | | | | | | |
| Investment income | | | | | | | | | |
| - Dividend income | - | 9,640 | 2,224 | - | - | - | - | - | 11,864 |
| - Interest income | - | - | - | - | - | - | 416 | - | 416 |
| | - | 9,640 | 2,224 | - | - | - | 416 | - | 12,280 |
| | | | | | | | | | |
| Fair value changes of financial assets at fair value through profit or loss | 6,747 | (13,187) | 1,947 | (10,740) | (3,452) | (70,833) | - | (13,892) | (103,410) |
| Exchange loss, net | 2 | * | (1) | 1,231 | (1,573) | 1 | (4) | 7 | (337) |
| | 6,749 | (13,187) | 1,946 | (9,509) | (5,025) | (70,832) | (4) | (13,885) | (103,747) |
| | | | | | | | | | |
| Net investment results | 6,749 | (3,547) | 4,170 | (9,509) | (5,025) | (70,832) | 412 | (13,885) | (91,467) |
| | | | | | | | | | |
| 31 December 2022 | | | | | | | | | |
| Investment income | | | | | | | | | |
| - Dividend income | - | 5,995 | - | - | 7,495 | - | 1,010 | - | 14,500 |
| - Interest income | - | - | - | - | - | - | 249 | - | 249 |
| | - | 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 2023 | | | | | | | | | |
| Segment assets | 59,561 | 52,948 | 14,806 | 36,838 | 97,148 | 74,595 | 9,093 | 36,759 | 381,748 |
| | | | | | | | | | |
| Segment liabilities | - | - | - | - | - | - | - | - | - |
| | | | | | | | | | |
| 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 | - | - | - | - | - | - | - | - | - |
| | | | | | | | | | |
* Less than US$1,000
The reportable operating segments derive their revenue primarily by achieving returns, consisting of dividend income, interest income and appreciation in fair value. The Company does not monitor the performance of these investments by measure of profit or loss.
Reconciliations of reportable segment profit or loss and assets
| | | 31 December 2023 | 31 December 2022 |
|
| | US$'000 | US$'000 |
| Profit or loss | | | |
| Net investments results | | (91,467) | 19,337 |
| Unallocated amounts: | | | |
| - Management fees | | (9,664) | (10,663) |
| - Non-executive director remuneration | | (330) | (400) |
| - Other corporate expenses | | (774) | (682) |
| (Loss)/Profit for the year | | (102,235) | 7,592 |
|
| | | |
| Assets | | | |
| Total assets for reportable segments | | 381,748 | 496,799 |
| Other assets | | 70 | 82 |
| Total assets | | 381,818 | 496,881 |
|
| | | |
| Liabilities | | | |
| Total liabilities for reportable segments | | - | - |
| Other payables | | 425 | 419 |
| Total liabilities | | 425 | 419 |
| | | | |
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 2023, the Company recognised dividend income from its unconsolidated subsidiaries amounting to US$11,864,000 (2022: US$14,500,000).
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$330,000 (2022: US$400,000) were declared as payable to four directors (2022: 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 2022. During the financial year ended 31 December 2023, management fee amounting to US$9,664,000 (2022: US$10,663,000) paid/payable to the Investment Manager has been recognised in the condensed financial statements.
As at 31 December 2023 and 31 December 2022, 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 2023 and 31 December 2022.
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 THB140,000,000. As at 31 December 2022, US$3,467,000 (THB120,000,000) had been drawn down. The Company had committed to grant the remaining loan amounting to US$578,000 (THB20,000,000) at 31 December 2022, subject to terms set out in the agreement. In 2023, the Company sold its interest in the joint venture, including any loans, and all commitments were subsequently terminated.
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 2023. Approximately 86.49% of this commitment had been funded as at 31 December 2023 with 13.51% of the commitment subject to be called.
The Company has committed to subscribe to Good Capital Fund II for an amount less than 1% of the net asset value as at 31 December 2023. Approximately 21.50% of this commitment had been funded as at 31 December 2023 with 78.50% 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 2023.
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 2023,
· the Company sold 3.03 million warrants of MINT for a total net consideration of US$36,000
· the Company completed the third tranche of its investment in Mavi Holding Pte. Ltd. The total consideration was less than 1% of NAV
· the Company funded a capital call from the Good Capital Fund I as part of its commitment as an anchor investor. The capital call amounted to less than 1% of the Company's NAV.
· the Company funded a capital call from the Good Capital Fund II as part of its commitment as an anchor investor. The capital call amounted to less than 1% of the Company's NAV.
· the Company completed a follow-on investment in WCIB International Co. Ltd. The investment amounted to less than 1% of the Company's NAV.
· the Company completed a follow-on investment in Catbus Infolabs Private Ltd. The investment amounted to less than 1% of the Company's 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
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.