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Symphony Int Hdgs - Half Yearly Report

Symphony International Holdings Limited

Interim Financial Results for the six month period ended 30 June 2012

14 August 2012

Symphony International Holdings Limited (LSE:SIHL or "Symphony"), the London listed investor in fast growing Asian consumer businesses, today announces its interim results for the six months to 30 June 2012.

Key (NYSE: KEY - news) operational and financial highlights:

· NAV on 30 June 2012 was US$1.2414 per share, a 10.46 per cent. increase from US$1.1239 on 31 December 2011. Increased deal activity resulted in the completion of several new transactions in early 2012

· In February 2012, Symphony invested in Integrated Healthcare Hastaneler Turkey Sdn Bhd ("IHT"), which is the controlling shareholder of Acibadem Saglik Yatirimlari Holding A.S. ("ASYH"), one of the largest healthcare groups in Turkey. At the time of the transaction, Symphony agreed to convert its investment into a minority interest in IHT's parent, IHH Healthcare Berhad ("IHH"), at the time of IHH's IPO. IHH commenced trading on the Malaysian and Singaporean stock exchanges on 25 July 2012 following the IPO which raised approximately US$2 billion. The investment provides exposure to one of the largest healthcare platforms in Asia, as well as other emerging markets.

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· The value of the Company's investment in the hospitality company Minor International Pcl ("MINT") grew to approximately US$140.4 million (30 June 2011: US$96.5 million), representing an unrealised gain in value of approximately US$73.4 million.

· Minuet sold approximately 69.2 rai (11.1 hectares) of land in Bangkok, Thailand, to SC Asset Corporation Public Company Limited ("SC Asset"). The sale price, based on exchange rates prevailing at that time, was over 20 per cent. above Minuet's average land cost.

· Symphony increased its shareholding in Parkway Life Real Estate Investment Trust ("PREIT") from 5.92 per cent. to 6.36 per cent.. On 1 August 2012 P-REIT completed the acquisition of strata titled units/lots within the Gleneagles Medical Centre, Kuala Lumpur which is P-REIT's first foray into Malaysia.

· Approximately US$29.0 million was invested in January 2012 for a 49 per cent. Interest in Desaru, a property joint venture in Malaysia with a subsidiary of Khazanah, the investment holding arm of the Government of Malaysia.

· Symphony also increased its interest in a venture which acquired a hotel in Niseko, Hokkaido, Japan (EUREX: FMJP.EX - news) in 2011 from 30 per cent, to 37.5 per cent. At the end of March 2012, Symphony also funded its portion for an acquisition of a second adjacent property through the joint venture company. The two properties will be redeveloped into an upmarket ski-resort development.

· Two of the four apartments held at the One Central Residences development in Macau were sold in July 2012. The gross proceeds were US$4.1 million, a gain of approximately 55 per cent. over the original cost. Deposits have also been received for the remaining two apartments.

· Symphony invested in the luxury leather accessories brand Maison Takuya in January 2012 and has a contingent commitment to invest additional amounts in the future. The total investment will be less than 2 per cent. of NAV.

· Symphony's portfolio companies all reported strong performance during the period despite the continued volatility in financial markets and the deceleration of domestic demand in Asia. The Investment Manager is optimistic that the portfolio will continue to benefit from Asia's long-term economic growth

For further information:

Sunil Chandiramani +852 2801-6199

Symphony Asia Limited

Neil Doyle/ Tom Willetts +44 (0)20 7269 / 7175

FTI Consulting (NYSE: FCN - news)

About Symphony International Holdings Limited

Symphony International Holdings Limited (LSE:SIHL) is a London listed strategic investment company that invests in hospitality, healthcare and lifestyle businesses and develops luxury branded real estate in Asia. It offers a way for investors to gain exposure to rising disposable incomes and wealth in fast growing economies. Symphony's objective is to provide superior capital growth by investing in high quality companies and form long-term business partnerships with talented entrepreneurs and management teams. Symphony's investment team has a broad range of expertise - many of its professionals have been working in Asia for more than 25 years. For more information please visit our website at www.symphonyasia.com

No representation or warranty is made by the Company as to the accuracy or completeness of the information contained in this announcement and no liability will be accepted for any loss arising from its use.

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Company in any jurisdiction. All investments are subject to risk. Past performance is no guarantee of future returns. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decisions.

This announcement is not an offer of securities for sale into the United States. The Company's securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States.

Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.

14 August 2012

Symphony International Holdings Limited

Interim Financial Results for the six month period ended 30 June 2012

Symphony International Holdings Limited (the "Company") announces the interim results for the six months ended 30 June 2012. The condensed consolidated interim financial statements of the Company and its subsidiaries have been prepared in accordance with IAS 34 Interim Financial Reporting and 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 (Stuttgart: A0Z24E - news) 2006. The Company's investment objectives are to increase the aggregate net asset value of the Group ("NAV") calculated in accordance with the Company's policies through strategic longer-term investments in consumer-related businesses, primarily in the healthcare, hospitality and lifestyle ("HH∓L") sectors (including branded real estate developments) 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 (LSE: LSE.L - news) 's main market for listed securities on the same date.

As at 30 June 2012, the issued share capital of the Company was US$306.98 (30 June 2011: US$306.50) million consisting of 346,498,956 (30 June 2011: 344,439,211) ordinary shares.

Net Asset Value

The NAV attributable to the ordinary shares on 30 June 2012 was US$1.2414 (30 June 2011: US$1.1660) per share. This represented a 10.46 per cent. increase over the NAV per share of US$1.1239 at 31 December 2011.

Portfolio Overview

The following is an overview of the Company's portfolio as at 30 June 2012:

Minuet Ltd ("Minuet") is a joint venture between the Company and an established Thai partner. The Company has a direct 49 per cent. 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.

*The Company also has a 49 per cent. shareholding in La Finta Limited, which itself holds a 2 per cent. interest in Minuet.

The Company initially invested approximately U.S.$78.3 million by way of an equity investment and interest bearing shareholder loan for its interest in Minuet. On 13 January 2012, the Company announced that Minuet had completed the sale of approximately 69.2 rai (approximately 11.1 hectares) of land in Bangkok, Thailand to SC Asset Corporation Public Company Limited ("SC Asset"). The land sold represented approximately 14.1 per cent. of Minuet's total land holding at the time of completion of the sale. The land plot was one of the largest recently sold in the area. The sale price, based on exchange rates prevailing at that time, was over 20 per cent. above Minuet's average land cost and is currently the basis on which Minuet's residual land is valued. Following the sale of land to SC Asset, the Company received US$12.4 million from Minuet by way of a partial return of the shareholder loan described above. Following the sale of the land to SC Asset, Minuet holds approximately 423.0 rai (approximately 67.7 hectares) of land in Bangkok, Thailand.

As at 30 June 2012, the Company's investment cost (net of shareholder loan repayments) was approximately US$66.3 million. The fair value of the Company's interest in Minuet as at 30 June 2012 was US$88.0 million (30 June 2011: US$98.3 million) based on an independent third party valuation.

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 (KSE: 002790.KS - news) region. Anil Thadani (a Director of the Company) currently serves on MINT's board of directors. MINT is a company that is incorporated under the laws of Thailand and is listed on the Stock Exchange of Thailand.

MINT owns 28 hotels and manages 49 other hotels and serviced suites with over 9,800 rooms under prominent brands such as the Four Seasons, St. Regis (NYSE: RGS - news) , Marriott, Anantara and Oaks operating in 10 countries including Australia, New Zealand, Thailand, Vietnam, Maldives, South Africa, Sri Lanka and the Middle East. Out of the total 9,800 rooms owned or managed by MINT, approximately one-third are in Thailand with the remaining two-thirds in other Asian countries and the Middle East. MINT also owns Anantara Vacation Club, a points based vacation club.

As at 30 June 2012, MINT also owned and operated 1,274 restaurants (comprising 708 equity-owned outlets and 566 franchised outlets) under the brands The Pizza Company, Swensen's, Sizzler, Dairy Queen, Burger King (NYSE: BKC - news) , Thai Express and The Coffee Club. Approximately two-thirds of these outlets are in Thailand with the remaining number in other Asian countries and the Middle East. MINT's operations also include contract manufacturing and an international lifestyle consumer brand distribution business in Thailand focusing on fashion, cosmetics through retail (247 outlets), wholesale and direct marketing channels under brands that include GAP, Esprit, Bossini, Red Earth, Bloom, Tumi and Zwilling Henckels amongst others.

As at 30 June 2012, the Company had invested an aggregate of approximately US$67.0 million in MINT, through the acquisition of approximately 271.8 million ordinary shares (including the cost of the acquisition of approximately 98.5 million shares in Minor Corporation Public Company Limited that were exchanged for 112.3 million ordinary shares in MINT as part of a merger of the two entities in June 2009) and the receipt of bonus shares of approximately 13.3 million and approximately 28.5 million in May 2008 and April 2012, respectively. As at 30 June 2012, the market value of the Company's investment in MINT was approximately US$140.4 million (30 June 2011: US$96.5 million), representing an unrealised gain in value of approximately US$73.4 million.

Parkway Life Real Estate Investment Trust ("P-REIT") is one of Asia's largest listed healthcare real estate investment trusts by asset size. It is listed on the Singapore Exchange (Other OTC: SPXCF.PK - news) . P-REIT was established by Parkway Holdings Limited to invest primarily in income-producing real estate and/or real estate-related assets in the Asia-Pacific region (including Japan and Singapore) that is/are used primarily for healthcare and/or healthcare-related purposes. As at 30 June 2012, P-REIT's total portfolio size stood at 36 properties with a value of approximately S$1.4 billion. P-REIT owns the leasehold (ranging from 63 to 71 years) to three Singapore hospitals, which are leased to Parkway Holdings Limited on long-term leases, and a mixture of leasehold and freehold ownership of 33 properties in Japan (comprising 32 nursing homes and one pharmaceutical manufacturing unit). In February 2012, the Group increased its shareholding in P-REIT by 2,685,000 shares, representing a further investment of approximately US$3.7 million. As a result, the Group's shareholding in P-REIT increased from 5.92 per cent. to 6.36 per cent.. On 1 August 2012 P-REIT completed the acquisition of strata titled units/lots within Gleneagles Medical Centre, Kuala Lumpur, Malaysia which is P-REIT's first foray into Malaysia.

The Company invested approximately US$33.8 million (30 June 2011: US$30.2 million) in P-REIT units whose fair value as at 30 June 2012 was US$56.7 million (30 June 2011: US$53.6 million), representing an unrealised gain in value of approximately US$22.9 million.

Integrated Healthcare Hastaneler Turkey Sdn Bhd ("IHT") is the controlling shareholder of Acibadem Saglik Yatirimlari Holding A.S. ("ASYH"), one of the largest healthcare groups in Turkey. In February 2012, the Company acquired a non-controlling minority shareholding in IHT, which is owned by IHH Healthcare Berhad (formerly known as Integrated Healthcare Holdings Sdn Bhd) ("IHH"), the healthcare subsidiary of Khazanah Nasional Berhad ("Khazanah"), the investment holding arm of the Government of Malaysia.

At the time of the Company's initial investment in IHT, the Company agreed to convert its investment in IHT into a minority interest of equivalent value in ordinary shares in IHH at the time of an initial public offering of IHH's shares. The Company invested US$50.1 million in February 2012 to acquire shares in IHT. As at 30 June 2012, the investment was held at this cost in U.S. Dollars. Subsequent to 30 June 2012, IHH commenced trading on the Malaysian and Singaporean stock exchanges on 25 July 2012 following its initial public offering which raised approximately US$2 billion. At the time of IHH's initial public offering, the Company converted its investment in IHT into 56,203,299 IHH shares.

The Company's investment in IHH gives it further exposure to the fast growing private healthcare sector in Asia and certain other emerging markets.

Desaru property joint venture in Malaysia ("Desaru") - The Company has a 49 per cent. interest in redeemable preference shares 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. The joint venture is developing a beachfront country club and private villas that will be branded and managed by Amanresorts.

The Company invested approximately US$29.0 million in January 2012 for its interest in Desaru. The investment is held at cost in Malaysian Ringgit and as at 30 June 2012 had a value of US$28.3 million due to changes in foreign exchange rates.

SG Land Co. Ltd ("SG Land") is a joint venture company that owns the leasehold rights for two office buildings in downtown Bangkok - SG Tower and Millenia Tower. The two buildings in SG Land's portfolio have high occupancy rates and offer attractive rental yields. The Company holds a 49.9 per cent. interest in the venture.

The value of SG Land as at 30 June 2012 was US$16.3 million (30 June 2011: US$16.1 million) based on an independent third party valuation.

Niseko property Joint Venture in Japan - The Company invested in a property development venture in March 2011 that has acquired a hotel in Niseko, Hokkaido, Japan.

During the first quarter of 2012, the Company announced that it had increased its interest in the joint venture to 37.5 per cent. from 30 per cent. At the end of March 2012, the Company also funded its portion for an acquisition of a second adjacent property through the joint venture company. It is intended that the two properties will be redeveloped into an upmarket ski-resort development. Niseko is increasingly becoming a premium vacation destination that provides all-year-round activities.

C Larsen Singapore Pte Limited ("C Larsen") is an importer and distributor of high-end U.S. and European furniture brands that include Christian Liaigre, Martha Stewart, Barbara Barry, Baker, Herman Miller (Xetra: 863205 - news) , Minotti and Thomasville. The market served by this business is primarily Thailand, but the intent is to grow the business gradually into other parts of Asia.

AFC Network Private Limited ("AFC") is a 24-hour TV channel broadcasting food and lifestyle programming tailored to audiences in the Asia-Pacific region. This channel began broadcasting in July 2005 and currently airs in Singapore, Hong Kong, Malaysia, Indonesia, Thailand, South Korea and the Philippines. On 24 May 2012 and 19 June 2012, the Company funded its subscription for additional shares in AFC as part of a rights issue and its related over-allotment, respectively. AFC's management is exploring strategic options for the business and expects to continue to see double-digit revenue growth in 2012.

One Central Residences Macau - the Company invested in four high-end residential apartments in a new development in, One Central Residences, Macau. The Company completed on 30 June 2012 the sale of two of the four apartments held at the One Central Residences development in Macau. The gross proceeds attributable to the Company from the sale is US$4.1 million. The apartments were sold at a gain of approximately 55 per cent. over the Company's cost. Subsequent to the sale, the Company received offers and deposits in respect of the two remaining apartments.

Maison Takuya ("MT") is a luxury hand crafted leather accessories brand that produces and markets its luxury leather products globally. MT distributes through over 60 retailers in nine countries such as Japan, Singapore, Thailand, France, Australia, Switzerland and the US. the Company completed an investment in MT in January 2012, which was less than 2 per cent. of NAV and the Company has a contingent commitment to invest additional amounts in the future whereby the total investment will be less than 2 per cent. of NAV. On 13 June 2012, the Company funded the subscription for additional shares associated with MT as part of a share subscription agreement and shareholders agreement.

Subsequent Events

Subsequent to 30 June 2012, the following events have taken place that affect the Company's NAV and NAV per share:

(i) the conversion of the Company's shares in IHT into IHH shares was implemented by the Company transferring its shares in IHT to the IHH group in consideration for which IHH issued shares in IHH and allotted them to the Company. The conversion ratio was based on the original acquisition price paid by the Company for the IHT shares, being MYR1.00 per IHT share, adjusted for the Company's pro-rata share of the transaction costs associated with the acquisition by IHT of 60 per cent. of ASYH (US$450,492) and the institutional price to be paid for IHH shares (MYR2.80) at the time of IHH's initial public offering. The applicable foreign exchange rate that was applied to the conversion was the rate of US$1.00 to MYR3.1760. The number of shares in IHH allotted and issued to the Company pursuant to the conversion was 56,203,299 IHH shares. On 25 July 2012, the shares of IHH commenced trading on the main market of the Bursa Malaysia Securities Berhad ("Bursa Securities") and the Main Board of the Singapore Exchange Securities Trading Limited ("SGX (SNP: ^SGXY - news) -ST"); and

(ii) the Company received offers and deposits for the remaining two apartments owned by it in One Central Residences, Macau.



Principal Risks

Some of the risks that the Company is exposed to are described below.

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. Symphony Investment Managers Limited (the "Investment Manager") is more likely to identify opportunities for the Company to invest 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 and advisory agreement between, inter alia, the Company and the Investment Manager dated 10 July 2007 (the "Investment Management and Advisory Agreement"). 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 and Advisory 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.

Shareholders have no rights to direct the Company's investments or its investment policies and procedures, since the Investment Manager has a broad discretion as regards this. The decision to make changes (material or otherwise) to the Company's investment policy and strategy rests solely with the Board. Only in very limited circumstances: (i) does the Board have a prior right of approval in respect of the making of investments or disposals; and (ii) is the Company able to remove the Investment Manager (which do not include the underperformance of the Investment Manager and/or the Company's investments).

The Investment Manager's remuneration is based on the Company's NAV (subject to minimum and maximum amounts) and is payable even if the NAV does not increase, which could create an incentive for the Investment Manager to increase or maintain the NAV in the short term (rather than the long-term) to the potential detriment of Shareholders.

The Company 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 NAV that the Company reports from one quarter to another.

The Company's investments include investments in companies that it does not control, meaning that there is a risk that such portfolio companies may make decisions which do not serve the Company's interests.

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 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 HH∓L sectors (including branded real estate developments) within the Asia-Pacific region.

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 Company cannot assure shareholders that the values of investments that it reports from time to time will in fact be realised. For certain of the Company's investments, there is no single standard for determining fair value and, in many cases, fair value is best expressed as a range of fair values from which a single estimate may be derived. The NAV could be adversely affected if the values of investments that it records are materially higher than the values that are ultimately realised upon the disposal of the 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 investments may be subject to the risks inherent in the ownership and operation of real estate businesses and assets. A down turn in the real estate sector or a materialisation 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 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.

Outlook

The outlook for Asia remains positive, however growth is expected to slow due to weakness in the global recovery and a deceleration in domestic demand over the past year. The continued volatility in the financial markets and the flight to safe assets by investors (i.e. US government bonds) will likely continue to weigh on Asian currencies.

The International Monetary Fund ("IMF (Berlin: MXG1.BE - news) ") reported in its World Economic Outlook Update in July 2012 that it revised downward its growth forecast for World output in 2012 to 3.5 per cent., 0.1 per cent. lower than forecast in April 2012. Despite better growth than forecast during the first quarter, continued high unemployment in many advanced economies and sovereign financial stress in the Euro area periphery are expected to impact growth and global trade. According to the IMF, Asia appears to be better shielded from the euro area crisis, reflecting limited direct financial linkages and strong foreign exchange buffers but the slowdown in China's growth is weighing on markets across the region.

Developing Asia's output growth is also expected to slow with the IMF forecasting 7.1 per cent. full year 2012 growth in its most recent update versus 7.4 per cent. previously in April 2012. We do not expect slower growth to materially impact the operations of our portfolio companies, but there are likely to be some consequences to slowing trade and industrial production that could spillover and affect consumer demand in the Asia region.

Rising uncertainty has increased demand for safe assets (i.e. US government bonds), which has weakened some Asian currencies during the second quarter of 2012. This has had some negative impact on our reported U.S. Dollar valuation of certain investments, particularly those portfolio companies with base operating currencies in Thai Baht, Singapore Dollars and Malaysian Ringgit. We expect this weakness to persist as long as volatility in the financial markets continue.

Although cautious over the global economic environment, we remain optimistic that our investments will continue to benefit from long-term economic growth in Asia.


Directors' Responsibility Statement

We, the directors of Symphony International Holdings Limited, confirm that to the best of our knowledge:

(a) the condensed consolidated interim financial statements, which have been prepared in accordance with IAS 34 - Interim Financial Reporting, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and its subsidiaries as required by DTR (SNP: ^DTRY - news) 4.2.4R; and

(b) the interim financial results include a fair review of information required by:

(i) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and

(ii) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Group during that period, and any changes in the related party transactions described in the last annual report that could do so.

For and on behalf of the Board

Pierangelo Bottinelli

Chairman



Symphony International Holdings Limited and its subsidiaries

Condensed consolidated statement of financial position

as at 30 June 2012

Note

30 June

2012

31 December 2011

US$'000

US$'000





Non-current assets

Interests in joint ventures

6

159,404

132,267

Investment properties


5,408

9,512

Financial assets at fair value through profit or loss

7

247,197

151,120

Other receivables and prepayments


1,077

1,732



413,086

294,631

Current assets


Other receivables and prepayments


1,618

1,618

Financial assets at fair value through profit or loss

7

-

2,694

Cash and cash equivalents


33,068

100,118


34,686

104,430





Total (Other OTC: TTFNF.PK - news) assets

447,772

399,061

Equity attributable to equity holders
of the Company

Share capital


306,975

306,975

Reserves


61,601

59,924

Accumulated profits

61,575

21,859


430,151

388,758

Non-controlling interest

258

238

Total equity

430,409

388,996



Non-current liabilities


Interest-bearing borrowings (secured)


784

981

Deferred tax liabilities


647

671



1,431

1,652


Current liabilities


Amounts due to non-controlling interest (non-trade)


504

504

Interest-bearing borrowings (secured)


6,932

372

Other payables


8,405

7,446

Current tax payable


91

91



15,932

8,413

Total liabilities


17,363

10,065





Total equity and liabilities

447,772

399,061


Symphony International Holdings Limited and its subsidiaries

Condensed consolidated statement of comprehensive income

for the financial period from 1 January 2012 to 30 June 2012

Note

6 months ended

30 June 2012

6 months ended

30 June 2011

US$'000

US$'000





Revenue


3,778

2,630

Other operating income


8,404

10,712

Other operating expenses


(1,525)

(981)

Management fees


(4,492)

(4,484)



6,165

7,877

Management shares expense


(136)

(328)

Share options expense


(1,017)

(2,844)

Profit before investment results and income tax


5,012

4,705

Fair value changes in financial assets at fair value through profit or loss

7

40,152

(274)

Fair value changes in investment properties


206

172

Fair value changes in investments in joint ventures


(4,448)

(5,018)

Profit/(loss) before income tax


40,922

(415)

Income tax expense

8

(1,186)

(1,248)

Profit/(loss) for the period


39,736

(1,663)

Other comprehensive income:

Foreign currency translation differences in relation to financial statements of foreign operations

524

(47)

Other comprehensive income for the period,
net of tax

524

(47)

Total comprehensive income for the period

40,260

(1,710)





Profit/(loss) attributable to:


Equity holders of the Company


39,716

(1,675)

Non-controlling interest


20

12

Profit/(loss) for the period


39,736

(1,663)





Total comprehensive income attributable to:


Equity holders of the Company


40,240

(1,722)

Non-controlling interest


20

12

Total comprehensive income for the period


40,260

(1,710)




Earnings per share:


US Cents

US Cents





Basic

9

11.46

(0.49)

Diluted

11.46

(0.49)


Symphony International Holdings Limited and its subsidiaries

Condensed consolidated statement of changes in equity

for the financial period from 1 January 2012 to 30 June 2012


Share

capital

Equity compensation reserve

Foreign
currency
translation

reserve

Accumulated profits

Total attributable to owners of the Company

Non-controlling interests

Total
equity


US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000









At 1 January 2011

306,498

46,898

14,375

32,403

400,174

213

400,387

Value of services received for issue of management shares

-

328

-

-

328

-

328

Value of services received for issue of share options

-

2,844

-

-

2,844

-

2,844

Total comprehensive income for the period

-

-

(47)

(1,675)

(1,722)

12

(1,710)

At 30 June 2011

306,498

50,070

14,328

30,728

401,624

225

401,849









At 1 January 2012

306,975

51,148

8,776

21,859

388,758

238

388,996

Value of services received for issue of management shares

-

136

-

-

136

-

136

Value of services received for issue of share options

-

1,017

-

-

1,017

-

1,017

Total comprehensive income for the period

-

-

524

39,716

40,240

20

40,260

At 30 June 2012

306,975

52,301

9,300

61,575

430,151

258

430,409


Symphony International Holdings Limited and its subsidiaries

Condensed consolidated statement of cash flows

for the financial period from 1 January 2012 to 30 June 2012



6 months
ended
30 June 2012

6 months
ended
30 June 2011



US$'000

US$'000





Cash flows from operating activities


Profit/(loss) before income tax


40,922

(415)





Adjustments for:


Exchange differences


24

14

Dividend income


(3,778)

(2,631)

Interest income


(6,123)

(7,164)

Interest expense


50

47

Profit on sales of financial assets


(43)

-

Profit on sales of investment properties


(81)

-

Fair value changes in money market instruments


-

(22)

Fair value changes in investments in joint ventures


4,448

5,018

Fair value changes in investment properties


(206)

(172)

Fair value changes in financial assets at fair value through profit or loss


(40,152)

296

Management shares expense

136

328

Share options expense

1,017

2,844



(3,786)

(1,857)

Changes in working capital:


Decrease in other receivables
and prepayments


52

18

Increase in other payables and accrued operating expenses


115

138

Cash used in operations


(3,619)

(1,701)

Dividend received (net of withholding tax)


2,626

2,501

Interest received (net of withholding tax)


76

217

Income taxes paid


(47)

(120)

Net (Frankfurt: A0Z22E - news) cash (used in)/from operating activities

(964)

897





Cash flows from investing activities


Purchase of financial assets at fair value through
profit or loss


(53,776)

-

Receipt from disposal of investment properties


4,447

-

Receipt from sales of money market instruments


2,736

-

Loans to joint venture


(7,622)

(3,094)

Deposit to potential deal


-

(608)

Investment in money market instruments


-

(2,826)

Investments in joint ventures


(31,148)

(630)

Repayment of loans by joint ventures


12,887

508

Net cash used in investing activities

(72,476)

(6,650)





Balance carried forward

(73,440)

(5,753)


Symphony International Holdings Limited and its subsidiaries

Condensed consolidated statement of cash flows

for the financial period from 1 January 2012 to 30 June 2012

Consolidated (Berlin: YO3.BE - news) statement of cash flows (cont'd)

Financial period ended 30 June 2012

6 months
ended
30 June 2012

6 months
ended
30 June 2011

US$'000

US$'000


Balance brought forward

(73,440)

(5,753)

Cash flows from financing activities


Interest paid


(54)

(47)

Repayment of borrowings


(186)

(182)

Receipt from bank loans


6,639

-

Net cash from/(used in) financing activities

6,399

(229)

Net decrease in cash and cash equivalents


(67,041)

(5,982)

Cash and cash equivalents at beginning of period


100,118

122,639

Effect of exchange rate fluctuations


(9)

(48)

Cash and cash equivalents at end of the period

33,068

116,609

Cash and cash equivalents for the purpose of the condensed consolidated statement of cash flows include bank overdraft.


Symphony International Holdings Limited and its subsidiaries

Notes to the condensed consolidated interim financial statements

for the financial period from 1 January 2012 to 30 June 2012

These notes form an integral part of the condensed consolidated interim financial statements.

1 REPORTING ENTITY

Symphony International Holdings Limited (the "Company") is a company domiciled in the British Virgin Islands. The condensed consolidated interim financial statements of the Company as at and for the six months ended 30 June 2012 comprise the Company and its subsidiaries (together referred to as the "Group").

The consolidated financial statements of the Group as at and for the year ended 31 December 2011 are available upon request from the Company's registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

2 STATEMENT OF COMPLIANCE

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2011.

These condensed consolidated interim financial statements were approved by the Board of Directors on 13 August 2012.

3 SIGNIFICANT ACCOUNTING POLICIES

The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2011.

4 Estimates

The preparation of consolidated interim financial statements in conformity with International Financial Reporting Standards requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2011.



5 FINANCIAL RISK MANAGEMENT

The Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 31 December 2011.

6 interests in joint ventures

During the financial period ended on 30 June 2012:

(i) on 3 January 2012, the Group completed its investment in Privée Holdings Pte. Ltd. (Maison Takuya), a boutique luxury leather goods brand. The investment was less than 2 per cent. of NAV and the Group has a contingent commitment to invest additional amounts in the future whereby the total investment will be less than 2 per cent. of NAV;

(ii) on 20 January 2012, the Group entered into an agreement to increase its 30 per cent. shareholding by 7.5 per cent. in a joint venture company developing a property in Niseko, Hokkaido, Japan;

(iii) on 31 January 2012, the Group completed its investment in a joint venture company, Desaru Peace Holdings Sdn Bhd (alongside an affiliate of Destination Resorts and Hotels Sdn Bhd, a hotel and destination resort investment subsidiary of Khazanah Nasional Berhad), to develop a beachfront country club and private villas in Malaysia which will be branded and managed by Amanresorts. The cost of the investment was approximately US$29.0 million;

(iv) on 21 March 2012, the Group advanced an amount of less than 2 per cent. of NAV to its joint venture company to fund its share of an acquisition of a second property in Niseko, Japan;

(v) on 24 May 2012, the Group funded its subscription for additional shares in AFC Network Private Limited ("AFC") as part of a rights issue;

(vi) on 19 June 2012, the Group funded its subscription for additional shares in AFC as part of an over-allotment related to the rights issue referred to in (iv) above; and

(vii) on 13 June 2012, the Group funded the subscription for additional shares associated with Maison Takuya as part of a share subscription agreement and shareholders agreement.

7 Financial assets at fair value through profit or loss

During the financial period ended 30 June 2012, the Group recognised a gain in financial assets at fair value through profit or loss of US$40,152,171. The fair value gain comprised an appreciation during the period related to shares held in Minor International Public Company Limited ("MINT") of US$36,901,462, a fair value gain related to warrants held in MINT of US$557,924, and a fair value gain in units related to Parkway Life Real Estate Investment Trust of US$2,692,785.

On 8 February 2012, the Group acquired a non-controlling interest in Integrated Healthcare Hastaneler Turkey Sdn Bhd ("IHT") for approximately US$50.1 million. IHT is the controlling shareholder of Acibadem Saglik Yatirimlari Holding A.S. and is owned by IHH Healthcare Berhad (formerly known as Integrated Healthcare Holdings Sdn Bhd) ("IHH"), the healthcare subsidiary of Khazanah Nasional Berhad, the investment holding arm of the Government of Malaysia. At the time of the initial investment, the Group agreed to convert its investment in IHT into a minority interest in IHH at the time of an initial public offering of IHH's shares. Subsequent to 30 June 2012, IHH commenced trading on the Malaysian and Singaporean stock exchanges on 25 July 2012 following its initial public offering which raised approximately US$2 billion. At the time of IHH's initial public offering, the Company converted its investment in IHT into 56,203,299 IHH shares; and

On 10 February 2012, the Group increased its shareholding in P-REIT by 2,685,000 shares, representing a further investment of approximately US$3.7 million. As a result, the Group's shareholding in P-REIT increased from 5.92 per cent to 6.36 per cent.

8 INCOME TAX EXPENSE

6 months ended
30 June 2012

6 months ended
30 June 2011

Current period

US$'000

US$'000

Foreign withholding tax

1,138

1,182

Income tax expense

47

66

1,185

1,248

Foreign withholding tax relates to tax withheld or payable on foreign-sourced income.

Deferred tax liabilities have not been recognised on temporary differences in respect of fair value gains on certain financial assets at fair value through profit or loss. Under the double taxation treaty between Thailand, the country in which the financial assets are located, and Mauritius, the country of incorporation of the subsidiary which holds these financial assets, capital gains on the disposal of such assets are subject to capital gains tax in the country in which the investor is a tax resident. The subsidiary is a tax resident in Mauritius and is not subject to capital gains tax in Mauritius as it meets the conditions necessary to maintain such tax residency status.



9 earnings PER SHARE

6 months ended
30 June 2012

6 months ended
30 June 2011

US$'000

US$'000

Basic and diluted earnings per share are based on:

Net profit/(loss) for the period attributable to
equity holders of the Company

39,716

(1,675)






Number
of shares

Number
of shares





Weighted average number of shares (basic)

- Outstanding during the period

346,498,956

344,439,211

For the purpose of calculation of the diluted earnings per share, the weighted average number of shares in issue is adjusted to take into account any potential dilutive effect arising from the dilutive warrants, share options and contingently issuable shares, with the potential shares weighted for the period outstanding.

The effect of the exercise of warrants and issue of contingently issuable shares on the weighted average number of shares in issue is as follows:


30 June 2012

30 June 2011


Number
of shares

Number
of shares





Weighted average number of shares (diluted)

- Weighted average number of shares (basic)

346,498,956

344,439,211

- Effect of contingently issuable management shares

-

4,119,490


346,498,956

348,558,701

As at 30 June 2012 and 30 June 2011, contingently issuable Management Shares of 2,059,746 shares, outstanding warrants to subscribe for 108,565,365 new ordinary shares of no par value at an exercise price of US$1.25 each and outstanding share options to subscribe for 82,782,691 ordinary shares of no par value at an exercise price of US$1 have not been included in the computation of diluted earnings per share as their effect would have been anti-dilutive.

10 Operating segments

The Group has 5 operating segments as described below, which are identified based on the sectors in which the Group's investments are made. The individual investments in each of these sectors are managed separately and internal management reports on these investments are reviewed by the Investment Manager on a regular basis.

Healthcare Includes investments in Parkway Life Real Estate Investment Trust and Integrated Healthcare Turkey Yatirimlari Ltd. (subsequently converted into an investment in IHH Healthcare Berhad)



Hospitality Includes investment in Minor International Public Company Limited

Lifestyle Includes investments in C Larsen (Singapore) Pte Ltd., AFC Network Private Limited and Privée Holdings Pte. Ltd. (Maison Takuya)

Lifestyle/Real Estate Includes investments in Minuet Ltd, SG Land Co. Ltd, Desaru Peace Holdings Sdn Bhd and a property joint venture in Niseko, Japan as well as investment properties in One Central Residences, Macau

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

Lifestyle

Lifestyle/ real estate

Cash and temporary investments

Consolidated


US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

6 months ended
30 June 2012














Investment income







- Dividend income

1,475

2,303

-

-

-

3,778

- Interest income

8

-

11

6,043

61

6,123

- Exchange gain

-

-

-

-

-

-

- Realised gain

-

-

-

81

43

124

- Unrealised gain in profit or loss

2,693

37,459

-

1,193

-

41,345









4,176

39,762

11

7,317

104

51,370








Investment loss







- Unrealised loss in profit or loss

-

-

(1,698)

(3,737)

-

(5,435)









-

-

(1,698)

(3,737)

-

(5,435)








Net investment results

4,176

39,762

(1,687)

3,580

104

45,935











Healthcare

Hospitality

Lifestyle

Lifestyle/ real estate

Cash and temporary investments

Consolidated


US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

6 months ended
30 June 2011














Investment income







- Dividend income

1,335

1,295

-

-

-

2,630

- Interest income

8

-

10

7,008

138

7,164

- Unrealised gain in profit or loss

5,635

-

220

172

22

6,049









6,978

1,295

230

7,180

160

15,843








Investment loss







- Unrealised loss in profit or loss

-

(5,931)

-

(5,238)

-

(11,169)


-

(5,931)

-

(5,238)

-

(11,169)








Net investment results

6,978

(4,636)

230

1,942

160

4,674









Healthcare

Hospitality

Lifestyle

Lifestyle/
real estate

Cash and temporary investments

Consolidated


US$'000

US$'000

US$'000

US$'000

US$'000

US$'000















30 June 2012













Segment assets

107,036

140,353

14,894

151,210

34,144

447,637








31 Dec 2011














Segment assets

49,332

101,973

14,463

129,237

103,875

398,880








The reportable operating segments derive their revenue primarily by achieving returns, consisting of dividend income, interest income and appreciation in fair value. The Group does not monitor the performance of the investments by measure of profit or loss.



Reconciliations of reportable segment profit or loss and assets

30 June

2012

30 June

2011





US$'000

US$'000

Profit or loss

Net investments results

45,935

4,674

Unallocated amounts:

- Other corporate income

-

-

- Other corporate expenses

(5,675)

(6,384)

Consolidated profit/(loss) for the period

40,260

(1,710)

30 June

2012

31 December

2011





US$'000

US$'000

Assets

Total assets for reportable segments

447,637

398,880

Other assets

135

181

Consolidated total assets

447,772

399,061

11 Significant Related Party Transactions

For the purposes of these condensed consolidated interim financial statements, parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

Key management personnel compensation

Key management personnel of the Group are those persons having the authority and responsibility for planning, directing and controlling the activities of the Group. The directors of the Company are considered as key management personnel of the Group.

During the financial period ended 30 June 2012, directors' fees amounting to US$149,180 (30 June 2011: US$148,767) were declared as payable to certain directors of the Company. The remaining two directors of the Company are also directors of the Investment Manager which provides management and administrative services to the Group on an exclusive and discretionary basis. No remuneration has been paid to these two directors as the cost of their services form part of the Investment Manager's remuneration.

Other related party transactions

During the financial period ended 30 June 2012, the Group recognised interest income received/receivable from joint ventures totalling US$6,053,432 (2011: US$7,018,354).



Pursuant to the Investment Management and Advisory Agreement, the Investment Manager will provide investment management and advisory services exclusively to the Group.Details of the remuneration of the Investment Manager are disclosed in the consolidated financial statements as at and for the year ended 31 December 2011. During the financial period ended 30 June 2012, management fee amounting to US$4,492,068 (30 June 2011: US$4,484,440) paid/payable to the Investment Manager has been recognised in the condensed consolidated interim financial statements.

Pursuant to Schedule 2 of the Investment Management and Advisory Agreement, as amended, the Investment Manager was granted 82,782,691 (30 June 2011: 82,782,691) share options to subscribe for ordinary shares at US$1 each on the first anniversary of the date of the Company's admission to the Official List of the UK Listing Authority and to trading on the London Stock Exchange ("Admission"). The share options vested and became exercisable by the Investment Manager in five equal tranches over a period of five years beginning from the date of grant and expire on the tenth anniversary of the date of grant. All of these share options have vested, and none has to date been exercised.

In addition, the Investment Manager has been issued 8,238,980 management shares and will be eligible to be issued an additional 2,059,746 management shares. The additional 2,059,746 management shares will become eligible to be issued at the first quarter end date following each anniversary of Admission, provided certain conditions are met.

Other than as disclosed elsewhere in the condensed consolidated interim financial statements, there were no other significant related party transactions during the 6 months periods ended
30 June 2012 and 30 June 2011.

12 commitments

In September 2008, the Group entered into a loan agreement with a joint venture to grant loans totalling THB140 million (US$4.4 million equivalent at 30 June 2012) to the latter in accordance with the terms as set out therein. As at 30 June 2012, THB120 million (US$3.8 million equivalent at 30 June 2012) has been drawdown by the joint venture. The Group is committed to grant the remaining loan amounting to THB20 million (US$0.6 million equivalent at 30 June 2012) to the joint venture, subject to terms set out in the agreement.



For further information, please contact:

Symphony Asia Limited

Sunil Chandiramani +852 2801 6199

FTI Consulting

Neil Doyle / Ed Berry +44 207 269 7237 / 297

Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.

The foregoing may contain certain forward looking or forward sounding statements with respect to the investments, prospects and/or liquidity of the Company. Forward looking statements, by their very nature, involve risk and uncertainty, because they relate to circumstances and events that may or may not take place in the future due to the numerous factors that could cause actual events to differ materially from those implied by any forward looking statements. Neither the Company nor its Investment Manager undertake to update any such forward looking statements.

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 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 for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.

This announcement is not an offer of securities for sale into the United States. The Company's securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States.

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

ENDIR XXLFFLVFZBBE