TIDMWSL
RNS Number : 2538Q
Worldsec Ld
28 August 2014
WORLDSEC LIMITED
Interim Report for the six months ended 30 June 2014
Worldsec Limited
Interim Report for the six months ended 30 June 2014
The board (the "Board") of directors of Worldsec Limited (the
"Company") hereby submits the interim report on the Company and its
subsidiaries (collectively known as the "Group") for the six months
ended 30 June 2014.
For the six months ended 30 June 2014, the unaudited results of
the Group showed a net loss of US$176,000 , equivalent to a loss
per share of 0.3 US cent. This compares with a net loss of
US$108,000 and a loss per share of 0.8 US cent for the
corresponding period in the previous year. The decline in the loss
per share basically reflects the increase in the number of shares
as a result of the share issue associated with the fund raising
exercise in August 2014. As at 30 June 2014, the Group's total
equity stood at US$4.07 million, as compared to US$4.24 million as
at the 31 December 2013, and the unaudited net asset value per
share amounted to 7.2 US cents.
During the first six months of the current financial year, the
Group had been actively looking for and exploring potential
investment opportunities. In this connection, a number of
investment proposals had been identified and put forward to the
Board for review and discussion. However, due to the valuation
expectations of the investee companies in question, the Board noted
that the amounts of investment required for these proposals were
generally significant relative to the size or the gross assets of
the Group and after due and careful evaluation and deliberation
concluded that the risk return profiles of these proposals, with
the exception of one, were not particularly favourable to suit the
investment criteria of the Company. The one that remains under
further consideration is a new start-up company aiming to provide
education services to kindergartens in China (the "Kindergarten
Project"). The Group is in the process of carrying out more
in-depth analysis of this potential investment proposal; and based
on the information currently available, it appears that this
investment is a viable and attractive proposition. Subject to
satisfactory due diligence and the approval of the proposed
expansion in the scope of the Company's Investment Policy as
discussed below, the Board intends to make an investment in the
Kindergarten Project.
Reference is made to the Investment Policy of the Company, which
currently excludes investments in new start-up companies. In the
course of attempting to source and identify target investment
opportunities, however, it has become apparent that the prevailing
investment environment for investing particularly in larger
established companies with proven turnover track records as
required under the current Investment Policy of the Company has
become increasingly competitive against the backdrop of the highly
accommodative policies adopted by the central banks in advanced
economies. The competition for quality targets has as a consequence
been driving up the valuations of these companies, thereby
adversely affecting the risk reward balance for investing in them.
This in turn has an adverse and restraining effect on the Group to
make investments consistent with the current Investment Policy of
the Company. Meantime, during the sourcing process, the Group has
come across a number of potentially attractive investment
opportunities involving new start-up companies. While investing in
such companies generally entails a higher degree of risks, the
potential for capital appreciation associated with them is
commensurately stronger. In the absence of proven track records,
the valuations of such companies are also less demanding, thus
further enhancing the risk reward balance for investing in them.
Accordingly, in order to allow greater flexibility for the Group to
capture market opportunities under the prevailing investment
environment and to cater for the potential investment in the
Kindergarten Project as described above, the Board intends to seek
shareholders' approval to expand the scope of the Company's
Investment Policy in the forthcoming Annual General Meeting to
include investments in new start-up companies.
The Group's recently formed wholly-owned subsidiary, Worldsec
Investment (Hong Kong) Limited, has reached agreement to rent a new
office. Upon completion of the renovation of the new office, the
Group will be in a position to accommodate additional staff to cope
with the expected increase in its business activities. The Board is
also confident that, should the proposed expansion in the scope of
the Company's Investment Policy be approved by shareholders, the
Group will be in a better position to achieve the investment
objective of the Company with greater flexibility and hence more
efficiently.
By order of the Board
Alastair GUNN-FORBES
Non-Executive Chairman
28(th) August 2014
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2014
Unaudited Audited
Six months ended Year ended
Notes 30.6.2014 30.6.2013 31.12.2013
US$'000 US$'000 US$'000
Other income and gain 5 - - -
Staff costs (43) (7) (45)
Other expenses (133) (86) (228)
----------- ---------- -----------
Loss before tax (176) (108) (273)
Income tax expense 6 - - -
----------- ---------- -----------
Loss for the period/year (176) (108) (273)
=========== ========== ===========
Other comprehensive income,
net of
income tax
Exchange differences on translating
foreign
operations (1) (1) 2
----------- ---------- -----------
Other comprehensive income
for the period/year,
net of income tax (1) (1) 2
----------- ---------- -----------
Total comprehensive income
for the period/year (177) (109) (271)
=========== ========== ===========
Loss attributable to:
Owners of the Company (176) (108) (273)
=========== ========== ===========
Total comprehensive income
attributable to:
Owners of the Company (177) (109) (271)
=========== ========== ===========
Loss per share - basic and 7 (0.3) cent (0.8) (1) cent
diluted cent
=========== ========== ===========
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 30 JUNE 2014
Unaudited Audited
Six months ended Year ended
Notes 30.6.2014 30.6.2013 31.12.2013
US$'000 US$'000 US$'000
Current assets
Cash and bank balances 4,339 774 4,702
---------- ---------- -----------
Current liabilities
Other payables and accruals (272) (249) (458)
---------- ---------- -----------
Net current assets 4,067 525 4,244
---------- ---------- -----------
Net assets 4,067 525 4,244
========== ========== ===========
Capital and reserves
Share capital 8 57 13 57
Share premium 9 3,837 - 3,837
Contributed surplus 9 9,646 9,646 9,646
Foreign currency translation
reserve 9 (3) (5) (2)
Special reserve 9 625 625 625
Accumulated losses 9 (10,095) (9,754) (9,919)
---------- ---------- -----------
Total equity 4,067 525 4,244
========== ========== ===========
CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE PERIOD ENDED 30 JUNE 2014
Unaudited Audited
Six months ended Year ended
30.6.2014 30.6.2013 31.12.2013
US$'000 US$'000 US$'000
Cash flow from operating activities
Loss for the period/year (176) (108) (273)
Interest income - - -
---------- ---------- -----------
(176) (108) (273)
Movement in working capital
Increase/(decrease) in other
payables and accruals (186) (26) 183
---------- ---------- -----------
Net cash used in operating activities (362) (134) (90)
---------- ---------- -----------
Cash flow from financing activities
Proceeds from issue of new shares - - 4,337
Payment for Share issue costs - - (456)
---------- ---------- -----------
Net cash from financing activities - - 3,881
---------- ---------- -----------
Net increase/(decrease) in cash
and cash equivalents (362) (134) 3,791
Cash and cash equivalents at
beginning of the period/year 4,702 909 909
Effects of exchange rate changes (1) (1) 2
Cash and cash equivalents at
end of the period/year
Cash and bank balances 4,339 774 4,702
========== ========== ===========
NOTES TO THE INTERIM REPORT
FOR THE PERIOD ENDED 30 JUNE 2014
1. GENERAL INFORMATION
The Company is an exempted company incorporated in Bermuda and
its shares are listed on the London Stock Exchange. The addresses
of the registered office and principal place of business of the
Company are disclosed in the corporate information in the interim
report.
2. ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS ( "IFRSs")
In the current period, the Group had adopted all of the new and
revised IFRSs issued by the International Accounting Standards
Board ("IASB") and the International Financial Reporting
Interpretations Committee ("IFRIC") of the IASB that were relevant
to its operations and effective for accounting periods beginning on
or after 1 January 2014. The adoption of these new and revised
IFRSs had no significant impact on the financial statements of the
Group.
The Group has not applied the following new and revised IFRSs
that have been issued but are not yet effective:
IAS 16 Property, Plant and Equipment(1)
IAS 19 Employee Benefits(1)
IAS 24 Related Party Disclosures(1)
IAS 38 Intangible Assets(1)
IAS 40 Investment Property(1)
IFRS 2 Share-based Payment(1)
IFRS 3 (as revised in Business Combinations(1)
2008) Operating Segments(1)
IFRS 8 Financial Instruments(2)
IFRS 9
IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS
9 and Transition Disclosures(2)
IFRS 14 Regulatory Deferral Accounts(3)
(1) Effective for annual periods beginning on or after 1 July
2014
(2) Effective for annual periods beginning on or after 1 January
2015
(3) Effective for annual periods beginning on or after 1 January
2016
The directors anticipate that the application of these
standards, amendments and interpretations in the future periods
will have no material financial impact on the financial statements
of the Group.
Save as disclosed above, the accounting policies adopted in
preparing this report were consistent with those adopted in
preparing the consolidated financial statements of the Group for
the year ended 31 December 2013.
NOTES TO THE INTERIM REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2014
3. BASIS OF PREPARATION
The financial statements have been prepared in accordance with
IFRSs. It has been prepared on a going concern basis using the
historical cost convention except for certain financial
instruments, if any, that are measured at fair values at the end of
each reporting period.
The Group's financial statements have consolidated the financial
statements of the Company and its subsidiaries undertakings
included in the Group.
4. BUSINESS AND GEOGRAPHICAL SEGMENTS
No business and geographical segment analyses are presented for
the periods ended 30 June 2014 and 30 June 2013 as the Group had
only maintained a minimum operation during the periods.
5. OTHER INCOME AND GAIN
Unaudited Audited
Six months ended Year ended
30.6.2014 30.6.2013 31.12.2013
US$'000 US$'000 US$'000
Sundry Income - - -
Interest income - - -
---------- ---------- -----------
- - -
========== ========== ===========
6. INCOME TAX EXPENSE
No provision for taxation has been made as the Group did not
generate any assessable profits for UK Corporation Tax, Hong Kong
Profits Tax and tax in other jurisdictions.
7. LOSS PER SHARE
Calculation of loss per share was based on the following:
Unaudited Audited
Six months ended Year ended
30.6.2014 30.6.2013 31.12.2013
Loss for the period/year US$(176,000) US$(108,000) US$(273,000)
============= ============= =============
Weighted average number
of shares in issue 56,734,580 13,367,290 27,387,400
============= ============= =============
Loss per share - basic and 0.3 cent 0.8 cent 1 cent
diluted
============= ============= =============
NOTES TO THE INTERIM REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2014
8. SHARE CAPITAL
Unaudited Audited
Six months ended Year ended
30.6.2014 30.6.2013 31.12.2013
US$'000 US$'000 US$'000
Authorised:
Ordinary shares of US$0.001each 60,000,000 50,000,000 60,000,000
=========== =========== ===========
Called up, issued and fully
paid:
Ordinary shares of US$0.001each 56,735 13,367 56,735
=========== =========== ===========
9. RESERVES
Foreign
Currency
Share Contributed Translation Special Accumulated
Premium Surplus Reserve Reserve Losses
US$'000 US$'000 US$'000 US$'000 US$'000
Balance as at 1 January
2013 - 9,646 (4) 625 (9,646)
Loss for the period - - (1) - (108)
--------- ----------- ----------- ------- -------------
Balance as at 1 July
2013 - 9,646 (5) 625 (9,754)
Loss for the period - - 3 - (165)
Issue of new shares
by way of open offer 4,293 - - - -
and placing
Transaction costs
attributable to issue (456) - - - -
of new shares
-------- ----------- ----------- ------- -------------
Balance as at 1 January
2014 3,837 9,646 (2) 625 (9,919)
Loss for the period - - (1) - (176)
------- ----------- ----------- ------- -------------
Balance as at 30 June
2014 3,837 9,646 (3) 625 (10,095)
======= =========== =========== ======= =============
10. INTERIM REPORT
The interim report will be sent to shareholders on or about
2(nd) September 2014.
CORPORATE INFORMATION
Board of Directors
Non-Executive Chairman
Alastair GUNN-FORBES
Executive Directors
Henry Ying Chew CHEONG (Deputy Chairman)
Ernest Chiu Shun SHE
Non-Executive Directors
Mark Chung FONG
Martyn Stuart WELLS
Company Secretary
Jordan Company Secretaries Limited
21 St Thomas Street, Bristol B51 6JS, United Kingdom
Registered Office Address
Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda
Registration Number
21466 Bermuda
Principal Bankers
The Hongkong and Shanghai Banking Corporation Limited
1 Queen's Road, Central, Hong Kong
Auditors
Menzies LLP
Ashcombe House, 5 The Crescent, Leatherhead, Surrey KT22 8DY,
United Kingdom
Principal Share Registrar and Transfer Office
Appleby Management (Bermuda) Ltd.
Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda
International Branch Registrar
Capita Asset Services
12 Castle Street, St Helier, Jersey, JE2 3RT, Channel
Islands
United Kingdom Transfer Agent
Capita Asset Services
The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU,
United Kingdom
Investor Relations
For further information about Worldsec Limited, please
contact:
Henry Ying Chew CHEONG
Executive Director
Worldsec Group
6th Floor, New Henry House, 10 Ice House Street, Central, Hong
Kong
This information is provided by RNS
The company news service from the London Stock Exchange
END
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