TIDMWSL
RNS Number : 4324X
Worldsec Ld
28 August 2015
WORLDSEC LIMITED
Interim Report for the six months ended 30 June 2015
Worldsec Limited
Interim Report for the six months ended 30 June 2015
The board (the "Board") of directors of Worldsec Limited (the
"Company") hereby submits the interim report on the Company and its
subsidiaries (collectively the "Group") for the six months ended 30
June 2015.
For the period under review, the Group recorded an unaudited
revenue of US$48,000, representing dividend income from its
investment in the ICBC Specialised Ship Leasing Investment Fund,
which has been producing a stable return through monthly dividends
since January 2015. For the same period, the Group had an unaudited
net loss of US$228,000, equivalent to a loss per share of 0.40 US
cent. This compares with an unaudited net loss of US$176,000 and a
loss per share of 0.31 US cent for the corresponding six months in
the previous year. The increase in loss reflects in part the
increased operating expenses of the Group's principal operating
subsidiary, Worldsec Investment (Hong Kong) Limited, which moved
into a new office in November 2014 as well as the employment of
additional staff to cope with the increasing business activities.
There was also a share of the joint venture loss of US$27,000
associated with the investment of the Group in the start-up
company, Oasis Education Group Limited ("Oasis HK"). At 30 June
2015, the Group's total unaudited equity stood at US$3.53 million
and the unaudited net asset value per share amounted to 6.23 US
cent.
During the period under review, the Group had made an investment
of CHF320,000 (or approximately US$325,000) in the equity capital
of ayondo Holding AG ("ayondo"), a company incorporated in
Switzerland. ayondo has a Frankfurt-based subsidiary, ayondo GmbH,
which is a leading social trading service provider, and a
London-based subsidiary, ayondo markets Limited, which is a broker
regulated by the Financial Conduct Authority and which also serves
as the broker platform for the services provided by ayondo
GmbH.
Meanwhile, the Group's joint venture, Oasis HK, had achieved
satisfactory progress during the period under review. Its
Shenzhen-based subsidiary, Oasis Education Consulting (Shenzhen)
Company Limited ( ( ) , "Oasis Shenzhen"), had begun to provide
consultation and support services to a kindergarten (the "Huizhou
Kindergarten") located in Huizhou City of Guangdong Province in
China. To date, 69 pupils have been enrolled with the Huizhou
Kindergarten for the academic term commencing in September 2015,
and the school fees that will be generated will start to contribute
a steady stream of consultation income and cash flows for Oasis
Shenzhen under the relevant contractual arrangement.
During the period under review, the Group had reviewed and
evaluated a number of investment proposals. Of these, two had been
identified as potential targets that could meet the Group's
investment criteria. ayondo, in which the Group has an investment
as mentioned above, is in the process of embarking on an
international expansion strategy focusing on Southeast Asia with a
view to setting up an operational presence in the region. Given its
regional experience and connections, the Group intends to invest
and participate in such operations that are under discussion to be
put in place. Another of the Group's potential target involves an
early stage growth company engaged in infrastructure development in
a recently opened-up economy in Southeast Asia. Further analysis is
being carried out following preliminary investigations of the
proposed project.
The outlook of the investment environment, which has been
persistently challenging with a plethora of liquid capital and dry
powder competing for quality deals, is clouded by the surge in
volatility in asset prices subsequent to the unexpected devaluation
of the Renminbi and ahead of the expected normalisation of the U.S.
interest rates. Nonetheless, notwithstanding the challenges, the
Group is confident of its ability to identify appropriate
investment opportunities and will continue to work on building a
diversified portfolio consistent with the investment policy of the
Company.
By order of the Board
Alastair GUNN-FORBES
Non-Executive Chairman
27 August 2015
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2015
Unaudited Audited
Six months ended Year
ended
Notes 30.6.2015 30.6.2014 31.12.2014
US$'000 US$'000 US$'000
Revenue 4 48 - 8
Staff costs 6 (73) (43) (75)
Other expenses (176) (133) (360)
Share of result of a
joint venture 10 (27) - (48)
---------- ---------- -----------
Loss before tax (228) (176) (475)
Income tax expense 7 - - -
---------- ---------- -----------
Loss for the period/year (228) (176) (475)
========== ========== ===========
Other comprehensive
income, net of
income tax
Exchange differences
on translating foreign
operations (2) (1) (6)
---------- ---------- -----------
Other comprehensive
income for the period/year,
net of income tax (2) (1) (6)
---------- ---------- -----------
Total comprehensive
income for the period/year (230) (177) (481)
========== ========== ===========
Loss attributable to:
Owners of the Company (228) (176) (475)
========== ========== ===========
Total comprehensive
income attributable
to:
Owners of the Company (230) (177) (481)
========== ========== ===========
Loss per share - basic 7 (0.40) (0.31) (0.84)
and diluted cent cent cent
========== ========== ===========
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 30 JUNE 2015
Unaudited Audited
Six months ended Year
ended
Notes 30.6.2015 30.6.2014 31.12.2014
US$'000 US$'000 US$'000
Non-current assets
Property, plant
and equipment 9 55 - 67
Interest in a joint
venture 10 182 - 209
Available-for-sale
financial assets 11 1,125 - 800
---------- ---------- -----------
1,362 - 1,076
---------- ---------- -----------
Current assets
Other receivables 8 - 8
Deposits and prepayments 29 - 21
Amount due from
a joint venture 10 257 - 257
Cash and bank equivalents 12 2,168 4,339 2,769
---------- ---------- -----------
2,462 4,339 3,055
Current liabilities
Other payables and
accruals (291) 272 368
---------- ---------- -----------
Net current assets 2,171 4,067 2,687
---------- ---------- -----------
Net assets 3,533 4,067 3,763
========== ========== ===========
Capital and reserves
Share capital 13 57 57 57
Share premium 14 3,837 3,837 3,837
Contributed surplus 14 9,646 9,646 9,646
Foreign currency
translation reserve 14 (10) (3) (8)
Special reserve 14 625 625 625
Accumulated losses 14 (10,622) (10,095) (10,394)
---------- ---------- -----------
Total equity 3,533 4,067 3,763
========== ========== ===========
CONSOLIDATED STATEMENT OF CASH FLOW
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August 28, 2015 04:50 ET (08:50 GMT)
FOR THE PERIOD ENDED 30 JUNE 2015
Unaudited Audited
Six months ended Year
ended
30.6.2015 30.6.2014 31.12.2014
US$'000 US$'000 US$'000
Cash flow from operating
activities
Loss for the period/year (228) (176) (475)
Adjustments for:
Depreciation of property,
plant and equipment 12 - 2
Share of result of a joint
venture 27 - 48
---------- ---------- -----------
(189) (176) (425)
Movements in working capital
Increase in other receivables - - (8)
Increase in deposits and
prepayments (8) - (21)
Decrease in other payables
and accruals (77) (186) (90)
---------- ---------- -----------
Net cash used in operating
activities (274) (362) (544)
---------- ---------- -----------
Cash flow from investing
activities
Acquisition of property,
plant and equipment - - (69)
Acquisition of a joint
venture - - (257)
Purchase of available-for-sale
financial assets (325) - (800)
Advance to a joint venture - - (257)
Net cash used in investing
activities (325) - (1,383)
Cash flow from financing - - -
activities
Net cash from financing - - -
activities
---------- ---------- -----------
Net increase/(decrease)
in cash and cash equivalents (599) (362) (1,927)
Cash and cash equivalents
at
beginning of the period/year 2,769 4,702 4,702
Effects of exchange rate
changes (2) (1) (6)
Cash and cash equivalents
at
end of the period/year
Cash and bank balances 2,168 4,339 2,769
========== ========== ===========
NOTES TO THE INTERIM REPORT
FOR THE PERIOD ENDED 30 JUNE 2015
1. GENERAL INFORMATION
The Company is an exempted company incorporated in Bermuda and
has a premium listing on the Main Market of 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 July 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:
IFRSs (Amendments) Annual Improvements 2012-2014(1*)
Amendments to International Disclosure Initiative(1*)
Accounting Standards Equity Method in Separate
("IAS") 1 Financial Statements(1)
Amendments to IAS Financial Instruments(3*)
27 Sale or Contribution of Assets
IFRS 9 (2014) between an Investor and its
Amendment to IFRS Associate or Joint Venture(1*)
10 and IAS 28 Revenue from Contracts with
Customers(2*)
IFRS 15
(1) Effective for annual periods beginning on
or after 1 January 2016
(2) Effective for annual periods beginning on
or after 1 January 2017
(3) Effective for annual periods beginning on
or after 1 January 2018
(*) Not yet endorsed by the European Union
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 2014.
NOTES TO THE INTERIM REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2015
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. REVENUE
The Group's revenue represents dividend income from
available-for-sale financial assets for the period ended 30 June
2015 (2013: nil). No other source of income contributed to the
Group's revenue.
5. BUSINESS AND GEOGRAPHICAL SEGMENTS
No business and geographical segment analyses are presented for
the periods ended 30 June 2015 and 30 June 2014 as the major
operations and the revenue of the Group arose from Hong Kong. The
Board considers that most of the assets of the Group were located
in Hong Kong.
6. STAFF COSTS
The aggregate staff costs were as follows:
Unaudited Audited
Six months ended Year ended
30.6.2015 30.6.2014 31.12.2014
US$'000 US$'000 US$'000
Wage and salaries
(including directors'
remuneration) 73 43 75
========== ========== ===========
Directors' remuneration Unaudited Audited
was as follows:
Six months ended Year ended
30.6.2015 30.6.2014 31.12.2014
US$'000 US$'000 US$'000
Fee
Other remuneration
including 39 43 75
contribution to pension - - -
and provident fund
---------- ---------- -----------
39 43 75
========== ========== ===========
NOTES TO THE INTERIM REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2015
7. INCOME TAX EXPENSE
No provision for taxation had been made as the Group did not
generate any assessable profits for UK Corporation Tax, Hong Kong
Profits Tax and tax in other jurisdictions.
8. LOSS PER SHARE
Calculation of loss per share was based on
the following:
Unaudited Audited
Six months ended Year ended
30.6.2015 30.6.2014 31.12.2014
Loss for the period/year US$(228,000) US$(176,000) US$(475,000)
============= ============= =============
Weighted average number
of shares in issue 56,734,580 56,734,580 56,734,580
============= ============= =============
Loss per share - basic 0.40 cent 0.31 cent 0.84 cent
and diluted
============= ============= =============
9. PROPERTY, PLANT AND EQUIPMENT
Leasehold
improvements
US$'000
Cost
At 1 January 2014 and 1 -
July 2014
Additions 69
At 1 January 2015 and 30
June 2015 69
=============
Accumulated depreciation
At 1 January 2014 and 1 -
July 2014
Depreciation 2
-------------
At 1 January 2015 2
Depreciation 12
-------------
At 30 June 2015 14
=============
Carrying amount
At 30 June 2015 55
=============
At 30 June 2014 -
=============
At 31 December 2014 67
=============
NOTES TO THE INTERIM REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2015
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10. INTEREST IN A JOINT VENTURE
Unaudited Audited
Six months ended Year ended
30.6.2015 30.6.2014 31.12.2014
US$'000 US$'000 US$'000
Unlisted investment,
at cost 257 - 257
Share of post-acquisition
losses (75) - (48)
---------- ---------- -----------
Share of net assets 182 - 209
========== ========== ===========
Amount due from a
joint venture 257 - 257
==== ====
The amount due from a joint venture was unsecured, interest-free
and repayable on demand.
Details of the contractual arrangement relating to a joint
venture at 30 June 2015 were as follows:
Country Proportion Paid-up
of incorporation of ownership registered Principal
Name and operation interest capital activities
----------------------- ------------------ ------------ -----------------
Direct Indirect
Oasis Education
Group Limited
Hong Investment
("Oasis HK") Kong 50% - HK$4,000,000 holding
Oasis Education The People's - 50% HK$5,000,000 Provision
Consulting (Shenzhen) Republic of education
Company Limited of China consulting
( ) (the and support
"PRC") services
to kindergartens
in the
PRC
The contractual arrangement provides the Group with only the
rights to the net assets of the joint arrangement, with the rights
to the assets and obligation for the liabilities of the joint
arrangement resting primarily with Oasis HK. Under IFRS 11, this
joint arrangement was classified as a joint venture and has been
included in the consolidated financial statements of the Group
using the equity method.
NOTES TO THE INTERIM REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2015
10. INTEREST IN A JOINT VENTURE (CONTINUED)
The aggregate amounts relating to a joint venture that have been
included in the consolidated financial statements of the Group as
extracted from relating consolidated financial statements of the
joint venture, Oasis HK, adjusted to reflect adjustments made by
the Group when applying the equity method of accounting were as
follows:
Result of the joint venture for US$'000
the period ended 30 June 2015
Revenue -
Expenses (54)
--------
Loss and total comprehensive income
for the period (54)
========
Share of result of the joint venture
for the period ended 30 (27)
=====
June 2015
Accumulated share of result of
the joint venture (75)
=====
Assets and liabilities of the joint
venture at 30 June 2015
Non-current assets 897
Current assets 24
Non-current liabilities -
Current liabilities (Note) (557)
------
364
======
Included in the above amounts were:
Cash and cash equivalents 24
Current financial liabilities (excluding -
trade and other payables)
======
Share of net assets of the joint
venture 182
=============
Note: Current liabilities included amounts due to shareholders
aggregating US$552,000.
At 30 June 2015, neither contingent liabilities nor capital
commitments of the joint venture were shared by the Group.
NOTES TO THE INTERIM REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2015
11. AVAILABLE-FOR-SALE FINANCIAL ASSETS
Unaudited Audited
Six months ended Year ended
30.6.2015 30.6.2014 31.12.2014
US$'000 US$'000 US$'000
Unlisted equity investments,
at cost 1,125 - 800
========== ========== ===========
Included in the available-for-sale financial assets at 30 June
2015 were an equity investment in a shipping fund and an equity
investment in a financial technology company.
The equity investments were measured at cost less impairment
(where appropriate) at 30 June 2015 because the investments did not
have a quoted market price in an active market, the range of
reasonable fair value estimates were so significant and therefore
whose fair value could not be reliably measured. The directors have
no intention to dispose of the available-for-sale financial assets
in the foreseeable future.
The directors have assessed the impacts on the recoverable
amount of the financial assets and concluded that no impairment
loss needed to be made.
12. CASH AND CASH EQUIVALENTS
Unaudited Audited
Six months ended Year ended
30.6.2015 30.6.2014 31.12.2014
US$'000 US$'000 US$'000
Bank balances 2,167 4,338 2,768
Cash balances 1 1 1
---------- ---------- -----------
2,168 4,339 2,769
========== ========== ===========
13. SHARE CAPITAL
Unaudited Audited
Six months ended Year ended
30.6.2015 30.6.2014 31.12.2014
US$'000 US$'000 US$'000
Authorised:
Ordinary shares of
US$0.001each 60,000,000 60,000,000 60,000,000
=========== =========== ===========
Called up, issued
and fully paid:
Ordinary shares of
US$0.001each 56,735 56,735 56,735
=========== =========== ===========
NOTES TO THE INTERIM REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2015
14. RESERVES
Foreign
Currency
Share Contributed Translation Special Accumulated
Premium Surplus Reserve Reserve Losses
US$'000 US$'000 US$'000 US$'000 US$'000
Balance as
at
1 January
2014 3,837 9,646 (2) 625 (9,919)
Loss for
the
period - - (1) - (176)
-------- ----------- ----------- ------- -----------
Balance as
at
1 July
2014 3,837 9,646 (3) 625 (10,095)
Loss for
the period - - (5) - (299)
Balance
as at
1 January
2015 3,837 9,646 (8) 625 (10,394)
Loss for
the
period - - (2) - (228)
------- ----------- ----------- ------- -----------
Balance
as at
30 June
2015 3,837 9,646 (10) 625 (10,622)
======= =========== =========== ======= ===========
15. INTERIM REPORT
The interim report for the period ended 30 June 2015 will be
sent to shareholders on or about 2 September 2015.
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*
* independent
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
EC21466 Bermuda
Principal Banker
The Hongkong and Shanghai Banking Corporation Limited
1 Queen's Road, Central, Hong Kong
External Auditors
BDO Limited
25(th) Floor, Wing On Centre, 111 Connaught Road Central, Hong
Kong
Principal Share Registrar and Transfer Office
Appleby Management (Bermuda) Ltd.
Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda
International Branch Registrar
Capita Registrars (Jersey) Limited
12 Castle Street, St Helier, Jersey, JE2 3RT, Channel
Islands
United Kingdom Transfer Agent
Capita Registrars Limited
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
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