TIDMWSL
RNS Number : 3654C
Worldsec Ld
28 September 2018
WORLDSEC LIMITED
Interim Report for the six months ended 30 June 2018
Worldsec Limited
Interim Report for the six months ended 30 June 2018
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 2018 (the "Interim Report").
For the period under review, the Group recorded a net loss of
US$558,000 (equivalent to a loss per share of 0.79 US cent) against
a net loss of US$188,000 (equivalent to a loss per share of 0.33 US
cent) for the corresponding six months in 2017. The increase in the
loss was principally due to the change in the fair value of
financial assets that was recognised through the profit and loss
account in accordance with the newly adopted International
Financial Reporting Standard 9(*) .
During the period under review, the Company raised new equity
capital of US$4.3 million to strengthen its capital base with a
view to furthering the development and expansion of the Group's
investment portfolio. This was accomplished in April 2018 through
an open offer of 28,367,290 new ordinary shares at US$0.15 per
share (the "Open Offer Price") to shareholders on the basis of one
new share for every two existing shares held (the "Open Offer"). In
addition, the Company also proposed to carry out subsequent
placings of up to 100,000,000 new ordinary shares should investor
demand arise. The new ordinary shares may be issued under a placing
programme that lasts until 12 March 2019 (the "Placing Programme").
At 30 June 2018, with the additional proceeds from the Open Offer,
the total unaudited equity of the Group amounted to US$5.81 million
and the unaudited net asset value per share was 8.24 US cents.
During the period under review, the Group's investment in ICBC
Specialised Ship Leasing Investment Fund continued to provide a
stable return generating monthly dividends that amounted to a total
of US$48,000.
As previously reported, in March 2018, ayondo Ltd. ("Ayondo"),
one of the Group's investee companies, obtained a listing on
Catalist, the sponsor-supervised listing platform of the Singapore
Exchange Securities Trading Limited. Ayondo is the holding company
of a global financial technology group that provides social trading
and brokerage services for contract-for-differences and spread
betting. Despite a disappointing financial performance in the
second quarter, the Ayondo group achieved a 26% growth in revenue
to CHF12.0 million (approximately US$12.4million) during the first
half of 2018 compared to the corresponding period in 2017, due
mainly to an increase in active clients. However, its loss before
tax, excluding non-recurring items, rose to CHF5.0 million
(approximately US$5.2 million) from CHF3.4 million (approximately
US$3.5 million). The Ayondo group spent additional resources in
connection with the listing process and incurred extra costs in
relation to European regulatory changes. These costs will not
recur, but in response to the second quarter financial performance
that fell short of expectations, and after reviewing its cash flow
position and immediate plans for business expansion, the Ayondo
group has decided to reallocate certain listing proceeds from
platform enhancement and marketing to working capital. Since the
listing in March 2018, Ayondo share price has traded at between
S$0.275 and S$0.072, closing at S$0.093 on 29 June 2018.
Accordingly, a write-down in the fair value of the Group's
investment in Ayondo was recognised for the period under
review.
Velocity Mobile Limited ("Velocity"), another investee company
of the Group, is the holding company of a technology group that
provides real-time lifestyle mobile applications for premium
consumers focusing in the areas of dining, travel, experiences and
luxury goods. During the period under review, the Velocity group
achieved another encouraging increase in net revenue on the back of
increased customer spend. To capitalise on the growing trend in
experiential travel and mobile e-commerce, the Velocity group plans
to continue to expand vertically and geographically, including the
launch of an enterprise version of its proprietary conversational
commerce engine, Velocity for Business, and also the launch of its
mobile applications that would be adapted with local elements to
cater for the market in China.
In China, Oasis Education Consulting (Shenzhen) Company Limited
( ( ) , "Oasis Shenzhen"), a subsidiary of the 50% joint venture of
the Group, Oasis Education Group Limited, continued to record
satisfactory performance. Under the consulting and support services
provided by Oasis Shenzhen, the Huizhou Kindergarten graduated 52
pupils in the 2018 summer. For the academic term commencing in
September 2018, 67 new pupils have enrolled, thereby raising the
total pupil enrolment to around 230.
During the period under review, the Group made two new
investments:
-- In June 2018, the Group invested CAD330,000 (approximately
US$249,000) in the equity capital of Agrios Global Holdings Ltd.
("Agrios"), the holding company of a Canadian agricultural
technology and property management group established to engage in
the cultivation and processing of marijuana as well as the
provision of facilities and advisory and consulting services to
licensed cannabis cultivators and processors in the Washington
state of the United States. The initial legal entities of the
Agrios group were formed in British Columbia, Canada, and Delaware
and Washington, the United States, in December 2017. By early 2018,
the recruitment of its management team with expertise and
experience in business management, finance, commercial agriculture
and cannabis cultivation was completed. In addition, the Agrios
group has acquired a 70,000 sq.ft. producer and processor facility
with 30,000 sq.ft. of cultivation space in the Washington state of
the United States.
-- In the same month, the Group invested USD 1 million in the
offshore term loan bearing interest at 8.5% per annum issued by
Trillion Glory Limited, a Hong Kong indirect wholly-owned
subsidiary of Guangzhou R&F Properties Co., Ltd. which is a
Chinese property company listed on the Main Board of The Stock
Exchange of Hong Kong Limited. The first 15% of the principal of
the term loan shall be repaid by 12 October 2018, and the remaining
85% of the outstanding amount will be due on 15 October 2019, which
may be extended for no more than one year subject to all lenders'
consent.
As mentioned in the Company's prospectus dated 13 March 2018,
the Company has been in discussion with a potential corporate
investor (the "Investor") in relation to a proposed placing of new
ordinary shares under the Placing Programme to the Investor at the
Open Offer Price. In this connection, the management of the Company
is continuing the negotiations with the Investor and an
announcement will be released in due course as and when
appropriate.
While the outlook of the investment space remains challenging,
clouded by the differing paces in the normalisation of monetary
policies in the developed countries, the uncertainty surrounding
the arrangements associated with the impending withdrawal of
Britain from the European Union, and the ongoing economic
transition and structural reforms in China, which are further
compounded by the escalating protectionist threats that could have
grave consequences on world trade and that could spread to
non-tariff and non-trade issues with serious and far-reaching
implications on the global business environment, the Board believes
that raising new equity capital under the Open Offer and the
Placing Programme would be in the interest of the Company,
strengthening and enlarging the Company's capital base that could
better position the Group to compete for quality deals to expand
and diversify its investment portfolio with an enhanced scale of
operations, and would therefore be beneficial for the Group's
development and growth in the longer term.
(*) Please refer to note 3 to the interim financial statements
of the Group on pages 9 to 13 for detailed discussions.
By order of the Board
Alastair GUNN-FORBES
Non-Executive Chairman
28 September 2018
PRINCIPAL RISKS AND UNCERTAINTIES
The Group is exposed to a number of principal risks and
uncertainties that could materially and adversely affect its
performance for the remaining six months of the year ending 31
December 2018 and beyond. Such risks and uncertainties, the
directors believe, remain basically unchanged from those,
including, in particular, target market risk, operational risks and
financial risks, set out on pages 8 and 9 of the Company's 2017
Annual Report.
RESPONSIBILITY STATEMENT
The directors confirm that, to the best of their knowledge and
understanding:
(a) the unaudited consolidated financial statements of the Group
for the six months ended 30 June 2018 have been prepared in
accordance with International Accounting Standard 34 and give a
true and fair view of its assets, liabilities and financial
position at that date and its net loss for the period then ended;
and
(b) the Interim Report includes a fair review of the
information, such as important events and related party transaction
that took place during the six months ended 30 June 2018, that is
required by Disclosure Guidance and Transparency Rules 4.2.7R and
4.2.8R.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
FOR THE SIX MONTHSED 30 JUNE 2018
Unaudited
Six months ended
Notes 30.6.2018 30.6.2017
US$'000 US$'000
Revenue 4 48 48
Other income and losses 5 (351) 3
Staff costs 7 (127) (103)
Other expenses (123) (130)
Share of losses of a joint venture (5) (6)
-------------- --------------
Loss before income tax expense (558) (188)
Income tax expense 8 - -
-------------- --------------
Loss for the period (558) (188)
============== ==============
Other comprehensive income, net of income tax
Exchange differences on translating foreign operations - -
Other comprehensive loss for the period,
net of income tax - -
-------------- --------------
Total comprehensive loss for the period (558) (188)
============== ==============
Loss for the period attributable to:
Owners of the Company (558) (188)
============== ==============
Total comprehensive loss for the period attributable to:
Owners of the Company (558) (188)
============== ==============
Loss per share - basic and diluted 9 US(0.79) cent US(0.33) cent
============== ==============
The accompanying notes form an integral part of these interim
financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 30 JUNE 2018
Unaudited Audited
As at As at
Notes 30.6.2018 31.12.2017
US$'000 US$'000
Non-current assets
Interest in a joint venture 131 136
Financial assets at amortised cost 850 -
Financial assets at fair value through profit or loss 1,803 -
Available-for-sale financial assets - 1,784
---------- -----------
2,784 1,920
---------- -----------
Current assets
Other receivables 8 8
Deposits and prepayments 27 234
Financial assets at amortised cost 150 -
Amount due from a joint venture 257 257
Cash and cash equivalents 2,621 260
---------- -----------
3,063 759
---------- -----------
Current liabilities
Other payables and accruals 38 148
---------- -----------
Net current assets 3,025 611
---------- -----------
Net assets 5,809 2,531
========== ===========
Capital and reserves
Share capital 10 85 57
Reserves 5,724 2,474
---------- -----------
Total equity 5,809 2,531
========== ===========
The accompanying notes form an integral part of these interim
financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHSED 30 JUNE 2018
Foreign
Contri- Share currency Accumu-
Share Share buted option translation Special lated
capital premium surplus reserve reserve reserve losses Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance as
at 1 January
2017 57 3,837 9,646 206 (28) 625 (11,405) 2,938
Loss and total
comprehensive
loss for the
period - - - - - - (188) (188)
Balance as
at 30 June
2017 (Unaudited) 57 3,837 9,646 206 (28) 625 (11,593) 2,750
======= =======
Balance as
at 1 January
2018 as originally
presented 57 3,837 9,646 206 (11) 625 (11,829) 2,531
Initial application
of IFRS 9
(note 3(i)) - - - - - - 121 121
------- ------- ------- ------- ----------- ------- ---------- -------
Restated balance
as at 1 January
2018 57 3,837 9,646 206 (11) 625 (11,708) 2,652
Loss and total
comprehensive
loss for the
period - - - - - - (558) (558)
Issue of new
shares by
way of open
offer 28 4,227 - - - - - 4,255
Transaction
costs attributable
to issue of
new shares - (540) - - - - - (540)
------- ------- ------- ------- ----------- ------- ---------- -------
Balance as
at 30 June
2018 (Unaudited) 85 7,524 9,646 206 (11) 625 (12,266) 5,809
======= ======= ======= ======= =========== ======= ========== =======
The accompanying notes form an integral part of these interim
financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHSED 30 JUNE 2018
Unaudited
Six months ended
30.6.2018 30.6.2017
US$'000 US$'000
Cash flow from operating activities
Loss for the period (558) (188)
Adjustments for:
Depreciation of property, plant and equipment - 11
5 6
Share of losses of a joint venture
Change in fair value of financial assets at fair value through profit or loss 351 -
---------- ----------
Operating loss before working capital changes (202) (171)
Decrease/(increase) in deposits and prepayments 1 (6)
Decrease in other payables and accruals (110) (85)
---------- ----------
Net cash used in operating activities (311) (262)
---------- ----------
Cash flow from investing activities
Purchase of financial assets at fair value through profit or loss (249) -
Purchase of financial assets at amortised cost (1,000) -
---------- ----------
Net cash used in investing activities (1,249) -
---------- ----------
Cash flow from financing activities
Proceeds from issue of new shares 4,255 -
Payment for share issue costs (334) -
Net cash from financing activities 3,921 -
---------- ----------
Net increase/(decrease) in cash and cash equivalents 2,361 (262)
Cash and cash equivalents at beginning of the period 260 848
Effects of exchange rate changes - -
Cash and cash equivalents at end of the period
Cash and bank balances 2,621 586
========== ==========
The accompanying notes form an integral part of these interim
financial statements.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2018
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. BASIS OF PREPARATION
This unaudited consolidated financial statements of the Company
and its subsidiaries (the "Group") for the six months ended 30 June
2018 (the "Interim Financial Statements") have been prepared in
accordance with International Accounting Standard 34 ("IAS 34")
issued by the International Accounting Standards Board
("IASB").
The Interim Financial Statements do not include all of the
information required in annual financial statements in accordance
with International Financial Reporting Standards ("IFRS"),
International Accounting Standards ("IAS") and Interpretations
adopted by the European Union ("EU") (collectively referred to as
the "IFRSs"), and should be read in conjunction with the annual
financial statements of the Group for the year ended 31 December
2017. The Interim Financial Statements are neither audited nor
reviewed by the Group's auditor.
Save as described in note 3 "Adoption of new and revised IFRSs",
which are effective for the Group's financial year beginning on 1
January 2018, the accounting policies adopted in the Interim
Financial Statements are consistent with those used in the
preparation of the Group's annual financial statements for the year
ended 31 December 2017.
The Interim Financial Statements have been prepared on a going
concern basis using the historical cost conversion except for
certain financial instruments, which are stated at fair value, as
appropriate.
The preparation of the Interim Financial Statements in
conformity with IAS 34 requires management to make judgments,
estimates and assumptions that affect the application of accounting
policies and reported amounts of assets, liabilities, income and
expenses on a year to date basis. Actual results may differ from
these estimates.
3. ADOPTION OF NEW AND REVISED IFRSs
In the current interim period, the Group has applied, for the
first time, the following new or revised IFRSs that are relevant
for the preparation of the Group's Interim Financial
Statements:
Annual improvements Amendments to IAS 28, Investments in Associated
to IFRSs 2014-2016 and Joint Ventures
Cycle Financial Instruments
IFRS 9 Revenue from Contracts with Customers
IFRS 15
Amendments to IFRS Classification and Measurement of Share-based
2 Payment Transactions
Amendments to IFRS Revenue from Contracts with Customers
15 (Clarification to IFRS 15)
International Financial Foreign Currency Transactions and Advance
Reporting Interpretation Consideration
Committee 22
The application of the above new or revised IFRSs in the current
interim period has no material effect on the amounts reported in
these Interim Financial Statements and/or disclosures set out in
these Interim Financial Statements except for IFRS 9. Details of
the changes in accounting policies are discussed below.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2018
3. ADOPTION OF NEW AND REVISED IFRSs (CONTINUED)
IFRS 9
IFRS 9 replaces IAS 39 "Financial Instruments: Recognition and
Measurement" for annual periods beginning on or after 1 January
2018, bringing together all three aspects of the accounting for
financial instruments: (1) classification and measurement; (2)
impairment; and (3) hedge accounting. The adoption of IFRS 9 from 1
January 2018 has resulted in changes in accounting policies of the
Group and the amounts recognised in the Interim Financial
Statements.
(i) Classification and measurement of financial instruments
The following table summarised the impact of transition as at 1
January 2018 ((increase)/decrease):
Accumulated losses US$'000
Balance as 31 December 2017 (11,829)
Reclassify investments from unquoted equity
investments to fair value through profit or
loss ("FVTPL") 121
---------
Restated balance as at 1 January 2018 (Unaudited) (11,708)
=========
IFRS 9 basically retains the existing requirements in IAS 39 for
the classification and measurements of financial liabilities.
However, it eliminates the previous IAS 39 categories for financial
assets of held to maturity financial assets, loans and receivables
and available-for-sale financial assets. The adoption of IFRS 9 has
no material impact on the Group's accounting policies related to
financial liabilities and derivative financial instruments. The
impact of IFRS 9 on the Group's classification and measurement of
financial assets is set out below.
Under IFRS 9, except for certain trade receivables (that the
trade receivables do not contain a significant financing component
in accordance with IFRS 15), an entity shall, at initial
recognition, measures a financial asset at its fair value plus, in
the case of a financial asset not at FVTPL, transaction costs. A
financial asset is classified as: (i) financial assets at amortised
cost ("amortised cost"); (ii) financial assets at fair value
through other comprehensive income ("FVOCI"); or (iii) FVTPL (as
defined in above). The classification of financial assets under
IFRS 9 is generally based on two criteria: (i) the business model
under which the financial asset is managed and (ii) its contractual
cash flow characteristics (the "solely payments of principal and
interest" criterion, also known as "SPPI criterion"). Under IFRS 9,
embedded derivatives is no longer required to be separated from a
host financial asset. Instead, the hybrid financial instrument is
assessed as a whole for the classification.
A financial asset is measured at amortised cost if it meets both
of the following conditions are met and it has not been designated
as at FVTPL:
- It is held within a business model whose objective is to hold
financial assets in order to collect contractual cash flows;
and
- The contractual terms of the financial asset give rise on
specified dates to cash flows that meet the SPPI criterion.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2018
3. ADOPTION OF NEW AND REVISED IFRSs (CONTINUED)
IFRS 9 (Continued)
(i) Classification and measurement of financial instruments (Continued)
On initial recognition of an equity investment that is not held
for trading, the Group could irrevocably elect to present
subsequent changes in the investment's fair value in other
comprehensive income. This election is made on an
investment-by-investment basis. All other financial assets not
classified at amortised cost or FVOCI as described above are
classified as FVTPL. This includes all derivative financial assets.
On initial recognition, the Group may irrevocably designate a
financial asset that otherwise meets the requirements to be
measured at amortised cost or FVOCI at FVTPL if doing so eliminates
or significantly reduces an accounting mismatch that would
otherwise arise.
The following accounting policies would be applied to the
Group's financial assets as follows:
FVTPL FVTPL is subsequently measured at fair
value. Changes in fair value, dividends
and interest income are recognised in
profit or loss.
Amortised costs Financial assets at amortised cost are
subsequently measured using the effective
interest rate method. Interest income,
foreign exchange gains and losses and
impairment are recognised in profit
or loss. Any gain on derecognition is
recognised in profit or loss.
As of 1 January 2018, certain unquoted equity investments were
reclassified from available-for-sale financial assets at cost to
FVTPL. These unquoted equity instrument has no quoted price in an
active market. The Group intends to hold these unquoted equity
investment for long term strategic purposes. The Group has
designated these unquoted equity instruments at the date of initial
application as measured at FVTPL. As at 1 January 2018, the
difference between the previous carrying amount and the fair value
of US$121,000 has been included in the opening accumulated
losses.
The following table summarises the original measurement
categories under IAS 39 and the new measurement categories under
IFRS 9 for each class of the Group's financial assets as at 1
January 2018:
Carrying Carrying
amount as amount as
Original New at 1 at 1
classification classification January 2018 January 2018
Financial assets under IAS under IFRS under IAS under IFRS
39 9 39 9
US$ US$
Unquoted equity Available-for-sale
investments (at cost) FVTPL 1,784 1,905
Loans and Amortised
Other receivables receivables cost 8 8
Loans and Amortised
Deposits receivables cost 28 28
Amount due from Loans and Amortised
a joint venture receivables cost 257 257
Cash and cash Loans and Amortised
equivalents receivables cost 260 260
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2018
3. ADOPTION OF NEW AND REVISED IFRSs (CONTINUED)
IFRS 9 (Continued)
(ii) Impairment of financial assets
The adoption of IFRS 9 has changed the Group's impairment model
by replacing the IAS 39 "incurred loss model" to the "expected
credit losses ("ECLs") model". IFRS 9 requires the Group to
recognise ECL for financial assets at amortised cost earlier than
IAS 39. Cash and cash equivalents are subject to ECL model but the
impairment is immaterial for the current period.
Under IFRS 9, the loss allowances are measured on either of the
following bases: (1) 12 months ECLs: these are the ECLs that result
from possible default events within the 12 months after the
reporting date: and (2) lifetime ECLs: these are ECLs that result
from all possible default events over the expected life of a
financial instrument.
Measurement of ECLs
ECLs are based on the difference between the contractual cash
flows due in accordance with the contract and all the cash flows
that the Group expects to receive. The shortfall is then discounted
at an approximation to the assets' original effective interest
rate.
For other debt financial assets, the ECLs are based on the
12-months ECLs. The 12-months ECLs is the portion of the lifetime
ECLs that results from default events on a financial instrument
that are possible within 12 months after the reporting date.
However, when there has been a significant increase in credit risk
since origination, the allowance will be based on the lifetime
ECLs. When determining whether the credit risk of a financial asset
has increased significantly since initial recognition and when
estimating ECL, the Group considers reasonable and supportable
information that is relevant and available without undue cost or
effort. This includes both quantitative and qualitative information
and analysis, based on the Group's historical experience and
informed credit assessment and including forward-looking
information. The Group's debt investments at amortised cost are
considered to have low credit risk since the issuers' credit rating
are high.
The Group assumes that the credit risk on a financial asset has
increased significantly if it is more than 30 days past due.
The Group considers a financial asset to be in default when: (1)
the borrower is unlikely to pay its credit obligations to the Group
in full, without recourse by the Group to actions such as realising
security (if any is held); or (2) the financial asset is more than
90 days past due.
The maximum period considered when estimating ECL is the maximum
contractual period over which the Group is exposed to credit
risk.
Presentation of ECLs
Loss allowances for financial assets measured at amortised cost
are deducted from the gross carrying amount of the assets.
Impact of the ECL model
(a) Impairment of other receivables, deposits and amount due
from a joint venture
Other financial assets at amortised cost of the Group include
other receivables, deposits and amount due from a joint venture.
Applying the ECLs model, no additional impairment for other
receivables and amount due from a joint venture as at 1 January
2018 is recognised as the amount of additional impairment measured
under the ECLs model is immaterial.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2018
3. ADOPTION OF NEW AND REVISED IFRSs (CONTINUED)
IFRS 9 (Continued)
(ii) Impairment of financial assets (Continued)
Impact of the ECL model (Continued)
(b) Impairment of debt investments
All of the Group's debt investments at amortised costs are
considered to have low credit risk, and the loss allowance
recognised during the period was therefore limited to 12 months
ECLs. Applying the ECLs model, no additional impairment for debt
investments as at 1 January 2018 is recognised as the amount of
additional impairment measured under the ECLs model is
immaterial.
(iii) Transition
The Group has applied the transitional provision in IFRS 9 such
that IFRS 9 was generally adopted without restating comparative
information. This means that differences in the carrying amounts of
financial assets and financial liabilities resulting from the
adoption of IFRS 9 are recognised in reserves as at 1 January 2018.
Accordingly, the information presented for 2017 does not reflect
the requirements of IFRS 9 but rather those of IAS 39.
The following assessments have been made on the basis of the
facts and circumstances that existed at the date of initial
application of IFRS 9 (the "DIA"):
- The determination of the business model within which a financial asset is held;
- The designation and revocation of previous designations of
certain financial assets and financial liabilities as measured at
FVTPL; and
- The designation of certain investments in equity investments
not held for trading as at FVOCI.
If an investment in a debt investment had low credit risk at the
DIA, then the Group has assumed that the credit risk on the asset
had not increased significantly since its initial recognition.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2018
4. REVENUE
The Group's revenue represents dividend income from financial
assets at fair value through profit or loss /available-for-sale
financial assets for the periods ended 30 June 2018 and 2017. An
analysis of the Group's revenue from principal activities is as
follows:
Unaudited
Six months ended
30.6.2018 30.6.2017
US$'000 US$'000
Dividend income from financial assets
at fair value through profit or loss 48 -
Dividend income from available-for-sale
financial assets - 48
---------- ----------
48 48
========== ==========
5. OTHER INCOME AND LOSSES
Unaudited
Six months ended
30.6.2018 30.6.2017
US$'000 US$'000
Sundry income - 3
Change in fair value of financial
assets at fair value through profit (351) -
or loss
---------- ----------
(351) 3
========== ==========
6. BUSINESS AND GEOGRAPHICAL SEGMENTS
No business and geographical segment analyses are presented for
the periods ended 30 June 2018 and 2017 as the major operations and
the revenue of the Group arose from Hong Kong. The Board considers
that most of the non-current assets (other than the financial
instruments) of the Group were located in Hong Kong.
7. STAFF COSTS
The aggregate staff costs (including directors' remuneration)
of the Group were as follows:
Unaudited
Six months ended
30.6.2018 30.6.2017
US$'000 US$'000
Wage and salaries 124 100
Contribution to pension and provident
fund 3 3
----------- ----------
127 103
=========== ==========
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2018
7. STAFF COSTS (CONTINUED)
Key management personnel of the Company are the directors
only.
The directors' remuneration was as
follows:
Unaudited
Six months ended
30.6.2018 30.6.2017
US$'000 US$'000
Directors' fees 33 32
Other remuneration including contribution
to pension and provident fund - -
33 32
========== ==========
8. INCOME TAX EXPENSE
No provision for taxation had been made as the Group did not
generate any assessable profits for United Kingdom Corporation Tax,
Hong Kong Profits Tax and tax in other jurisdictions.
9. LOSS PER SHARE
The loss and weighted average number of ordinary shares used
in the calculation of basic and diluted loss per share were
as follows.
Unaudited
Six months ended
30.6.2018 30.6.2017
US$'000 US$'000
Loss for the period attributable to
owners of the
Company (US$'000) (558) (188)
================= =============
Weighted average number of ordinary
shares for the purposes of
basic and diluted loss per share 70,526,411 56,734,580
================= =============
Loss per share - basic and diluted (0.79) cent (0.33) cent
(US)
================= =============
Diluted loss per share was the same as basic loss per share for
the six months ended 30 June 2018 and 2017 as the impact of the
potential dilutive ordinary shares outstanding had an anti-dilutive
effect on the basic loss per share presented for the six months
ended 30 June 2018 and 2017.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2018
10. SHARE CAPITAL
Number of Total value
shares US$'000
Authorised:
Ordinary shares of US$0.001 each
At 1 January 2017, 31 December 2017,
1 January 2018 and
30 June 2018 60,000,000,000 60,000
================= ============
Unaudited Audited
As at As at
Called up, issued and fully paid: 30.6.2018 31.12.17
85,101,870 (2017: 56,734,580)
ordinary shares of US$0.001 each 85,102 56,735
----------------- ------------
Number of Total value
shares US$'000
At 1 January 2017, 31 December 2017and
1 January 2018 56,734,580 56.735
Issue of new shares by way of open
offer (Note i) 28,367,290 28,367
----------------- ------------
At 30 June 2018 85,101,870 85,102
================= ============
Notes:
(i) In April 2018, the Company issued 28,367,290 ordinary shares
of US$0.001 each in the share capital of the Company at a price of
US$0.15 per share by way of open offer on the basis of 1 new share
for every 2 ordinary share held by qualifying shareholders, giving
rise to gross proceeds of US$4.3 million.
11. RELATED PARTY TRANSACTION
Other than the compensation of key management personnel
disclosed below, the Group did not have any related party
transaction during the six months ended 30 June 2018 and 2017.
Compensation of key management personnel
The remuneration of directors is set out in note 6 to the
Interim Financial Statements.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2018
12. OPERATING LEASE COMMITMENT
Operating lease - lessee
At 30 June 2018 and 31 December 2017, the Group had future
aggregate minimum lease payments under non-cancellable operating
leases in respect of office premises and warehouse as follows:
Unaudited Audited
As at As at
30.6.2018 31.12.2017
US$'000 US$'000
Not later than one year 79 79
Later than one year and not later
than five years 98 137
---------- --------------------------
177 216
========== ==========================
The leases run for an initial period of 2 to 3 years, with an
option to renew the office premises lease upon expiry when all
terms are renegotiated.
13. CONTINGENT LIABILITIES
The Group had no material contingent liabilities at 30 June 2018
(31 December 2017: nil).
14. INTERIM REPORT
The Interim Financial Statements were approved and authorised
for issue by the Board on 28 September 2018.
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
First Floor, Templeback, 10 Temple Back, Bristol BS1 6FL, 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 Auditor
BDO Limited
25(th) Floor, Wing On Centre, 111 Connaught Road Central, Hong
Kong
Principal Share Registrar and Transfer Office
Estera Management (Bermuda) Ltd.
Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda
International Branch Registrar
Link Market Services (Jersey) Limited
12 Castle Street, St Helier, Jersey, JE2 3RT, Channel
Islands
United Kingdom Transfer Agent
Link 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
Unit 607, 6th Floor, FWD Financial Centre, 308 Des Voeux Road
Street, Central, Sheung Wan, Hong Kong
enquiry@worldsec.com
Company's Website
http://www.worldsec.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR FMGZLMRMGRZM
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