TIDMWSL
RNS Number : 8561I
Worldsec Ld
02 September 2016
WORLDSEC LIMITED
Interim Report for the six months ended 30 June 2016
Worldsec Limited
Interim Report for the six months ended 30 June 2016
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 2016.
For the period under review, the Group generated an unaudited
revenue of US$48,000, derived from the dividend income received
from its investment in the ICBC Specialised Ship Leasing Investment
Fund, which has been producing a stable return through monthly
dividends since early 2015. For the same period, the Group had an
unaudited net loss of US$402,000, equivalent to a loss per share of
0.71 US cent. This compares with an unaudited net loss of
US$228,000 and a loss per share of 0.40 US cent for the
corresponding six months in the previous year. The increase in the
loss was largely attributable to increased staff costs resulting
from non-recurrent share-based payment expenses relating to the
grant of options to reward the directors and staff for their
commitments to the Group at a stage of development where the Group
could only afford to pay remuneration under limited budgets. In the
absence of outlays associated with initial set-up arrangements,
there was however a partially offsetting decrease in the share of
joint venture loss to US$5,000 from the Group's investment in Oasis
Education Group Limited ("Oasis HK"). At 30 June 2016, the total
unaudited equity of the Group stood at US$2.90 million and the
unaudited net asset value per share amounted to 5.11 US cents.
As reflected by the sharp rise in deposits and prepayments, the
Group had, during the period under review, entered into an
agreement to subscribe for an investment of GBP337,105 in the
equity capital of Velocity Mobile Limited ("Velocity"). Founded in
London, United Kingdom in 2014, Velocity is a fast growing
technology enterprise offering a mobile application to consumers to
discover and make real-time reservations and settle bills at
premier restaurants. Velocity also offers customer relationship
management solutions to help restaurant partners improve yields,
remove friction points and manage loyalty programmes. The services
of Velocity are live in over 1,100 venues, including a myriad of
Michelin Star classics, in London, New York, Miami, Los Angeles,
San Francisco, Toronto and Montreal. Velocity is planning to expand
into other major hospitality cities across North America, Europe
and Asia. The directors do not expect from the Group's investment
in Velocity, which was duly completed in July 2016 and which is of
a long-term nature, to have any significant contribution in the
foreseeable future.
Meanwhile, ayondo Holding AG ("Ayondo"), an investee company of
the Group engaged in social trading and broking services for
contract-for-differences, is currently in the process of
implementing through a proposed share exchange to conditionally
acquire the equity capital that would lead to a reverse takeover
(the "RTO") of Starland Holdings Limited ("Starland"), a company
listed on the Catalist of the Singapore Exchange. In connection
with the RTO, the Group has exercised warrants to subscribe for
additional investment in Ayondo. Following the subscription, the
Group has invested an aggregate of CHF480,150 in Ayondo's equity
capital. The directors believe that a successfully implemented RTO
would enable Ayondo to accelerate growth and brand awareness
particularly in Asia and are optimistic that a listing on the
Catalist (the sponsor-supervised board) of the Singapore Exchange
would enhance the value and liquidity of the Group's investment in
Ayondo.
Elsewhere, in China, Oasis Education Consulting (Shenzhen)
Company Limited ("Oasis Shenzhen"), a subsidiary of the joint
venture of the Group, Oasis HK, continues to achieve satisfactory
progress. Under the consultation and support services provided by
Oasis Shenzhen, the Huizhou Kindergarten has 164 pupils enrolled
for the academic term commencing in September 2016, more than
doubling the enrollment of 76 pupils at the end of December 2015.
With the track record established under the Huizhou Kindergarten,
Oasis Shenzhen is starting to look for and evaluate the feasibility
of new potential kindergarten and pre-school opportunities in
China.
On the bigger picture, the investment environment generally
remains difficult and challenging. The uncertainties surrounding
the path of the U.S. interest rate hikes, the structural reforms
and economic adjustments in China and the movements in the Renminbi
is further compounded by the unexpected referendum decision of
Britain to exit the European Union which could have far-reaching
consequences and implications for the 28-member state as well as
the rest of the world. Nonetheless, notwithstanding the uncertain
and challenging investment environment, the directors are
determined to continue to seek new investments to expand and
diversify the investment portfolio of the Group. In this
connection, the Company is exploring various options to raise
capital with a view to strengthening the Group's position to
capture opportunities that may arise.
By order of the Board
Alastair GUNN-FORBES
Non-Executive Chairman
2 September 2016
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 2016 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 2015
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 2016 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 2016, that is
required by Disclosure Guidance and Transparency Rules 4.2.7R and
4.2.8R.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHSED 30 JUNE 2016
Unaudited
Six months ended
Notes 30.6.2016 30.6.2015
US$'000 US$'000
Revenue 4 48 48
Staff costs 6 (276) (73)
Other expenses (169) (176)
Share of losses of a joint venture (5) (27)
-------------- --------------
Loss before income tax expense (402) (228)
Income tax expense 7 - -
-------------- --------------
Loss for the period (402) (228)
============== ==============
Other comprehensive income, net of income tax
Exchange differences on translating foreign operations (1) (2)
Other comprehensive income for the period,
net of income tax (1) (2)
-------------- --------------
Total comprehensive income for the period (403) (230)
============== ==============
Loss for the period attributable to:
Owners of the Company (402) (228)
============== ==============
Total comprehensive income for the period attributable to:
Owners of the Company (403) (230)
============== ==============
Loss per share - basic and diluted 8 US(0.71) cent US(0.40) cent
============== ==============
The accompanying notes form an integral part of these interim
financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 30 JUNE 2016
Unaudited Audited
As at As at
Notes 30.6.2016 31.12.2015
US$'000 US$'000
Non-current assets
Property, plant and equipment 32 44
Interest in a joint venture 132 137
Available-for-sale financial assets 1,125 1,125
---------- -----------
1,289 1,306
---------- -----------
Current assets
Other receivables 8 -
Deposits and prepayments 9 524 21
Amount due from a joint venture 257 257
Cash and cash equivalents 1,165 1,988
---------- -----------
1,954 2,266
---------- -----------
Current liabilities
Other payables and accruals 343 441
---------- -----------
Net current assets 1,611 1,825
---------- -----------
Net assets 2,900 3,131
========== ===========
Capital and reserves
Share capital 10 57 57
Reserves 2,843 3,074
---------- -----------
Total equity 2,900 3,131
========== ===========
The accompanying notes form an integral part of these interim
financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHSED 30 JUNE 2016
Foreign
Contri- Share currency Accumu-
Share Share buted option translation Special lated
capital premium surplus reserve reserve reserve losses Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance
as at 1
January
2015 57 3,837 9,646 - (8) 625 (10,394) 3,763
Loss for
the period - - - - - - (228) (228)
Other comprehensive
income
for the
period
Exchange
differences
on translating
foreign
operations - - - - (2) - - (2)
------- ------- ------- ------- ----------- ------- ---------- -------
Total comprehensive
income
for the
period - - - - (2) - (228) (230)
------- ------- ------- ------- ----------- ------- ---------- -------
Balance
as at 30
June 2015
(Unaudited) 57 3,837 9,646 - (10) 625 (10,622) 3,533
======= =======
Balance
as at 1
January
2016 57 3,837 9,646 34 (30) 625 (11,038) 3,131
Loss for
the period - - - - - - (402) (402)
Other comprehensive
income
for the
period
Exchange
differences
on translating
foreign
operations - - - - (1) - - (1)
------- ------- ----------- ------- ---------- -------
Total comprehensive
income
for the
period - - - - (1) - (402) (403)
Recognition
of share-based
payments - - - 172 - - - 172
------- ------- ------- ------- ----------- ------- ---------- -------
Balance
as at 30
June 2016
(Unaudited) 57 3,837 9,646 206 (31) 625 (11,440) 2,900
======= ======= ======= ======= =========== ======= ========== =======
The accompanying notes form an integral part of these interim
financial statements.
CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE SIX MONTHSED 30 JUNE 2016
Unaudited
Six months ended
30.6.2016 30.6.2015
US$'000 US$'000
Cash flow from operating activities
Loss for the period (402) (228)
Adjustments for:
Depreciation of property, plant and equipment 12 12
Share of losses of a joint venture 5 27
Share-based payment expenses 172 -
---------- ----------
(213) (189)
Movements in working capital
Increase in other receivables (8) -
Increase in deposits and prepayments (503) (8)
Decrease in other payables and accruals (98) (77)
---------- ----------
Net cash used in operating activities (822) (274)
---------- ----------
Cash flow from investing activities
Purchase of available-for-sale financial assets - (325)
---------- ----------
Net cash used in investing activities - (325)
Net decrease in cash and cash equivalents (822) (599)
Cash and cash equivalents at beginning of the period 1,988 2,769
Effects of exchange rate changes (1) (2)
Cash and cash equivalents at end of the period
Cash and bank balances 1,165 2,168
========== ==========
The accompanying notes form an integral part of these interim
financial statements.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2016
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
2016 (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
2015. 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 2016, 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 2015.
The Interim Financial Statements have been prepared on a going
concern basis using the historical cost conversion.
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.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2016
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:
IFRSs (Amendments) Annual Improvements 2010-2012
Cycle
IFRSs (Amendments) Annual Improvements 2012-2014
Cycle
Amendments to Disclosure Initiative
IAS 1
Amendments to Clarification of Acceptable
IAS 16 and IAS Methods of Depreciation and
38 Amortisation
Amendments to Defined Benefit Plans: Employee
IAS 19 Contributions
Amendments to Equity Method in Separate Financial
IAS 27 Statements
Amendments to Accounting for Acquisitions
IFRS 11 of Interests in Joint Operations
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.
4. REVENUE
The Group's revenue represents dividend income from
available-for-sale financial assets for the periods ended 30 June
2016 and 2015. An analysis of the Group's revenue from principal
activities is as follows:
Unaudited
Six months ended
30.6.2016 30.6.2015
US$'000 US$'000
Dividend income from available-for-sale
financial assets 48 48
========== ==========
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2016
5. BUSINESS AND GEOGRAPHICAL SEGMENTS
No business and geographical segment analyses are presented for
the periods ended 30 June 2016 and 2015 as the major operations and
the revenue of the Group arose from Hong Kong. The Board considers
that most of the assets of the Group were located in Hong Kong.
6. STAFF COSTS
The aggregate staff costs (including directors'
remuneration) of the Group were as follows:
Unaudited
Six months ended
30.6.2016 30.6.2015
US$'000 US$'000
Wage and salaries 102 73
Contribution to pension and 2 -
provident fund
Share-based payment expenses 172 -
---------- ----------
276 73
========== ==========
Key management personnel of the Company are
the directors only.
The directors' remuneration
was as follows:
Unaudited
Six months ended
30.6.2016 30.6.2015
US$'000 US$'000
Directors' fees 34 39
Share-based payment expenses 152 -
Other remuneration including
contribution to pension - -
and provident fund
---------- ----------
186 39
========== ==========
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2016
7. INCOME TAX EXPENSE
No provision for taxation had been made as the Group did not
generate any assessable profits for United Kingdom Corporation Tax,
Hong Kong Profits Tax and tax in other jurisdictions.
8. LOSS PER SHARE
The loss and weighted average number of ordinary
shares used in the calculation of basic and
diluted loss per share were as follows.
Unaudited
Six months ended
30.6.2016 30.6.2015
Loss for the period attributable
to owners of the
Company (US$'000) 402 228
============= =============
Weighted average number of
ordinary shares for the purposes
of
basic and diluted loss per
share 56,734,580 56,734,580
============= =============
Loss per share - basic and US(0.71) US(0.40)
diluted cent cent
============= =============
Diluted loss per share was the same as basic loss per share for
the six months ended 30 June 2016 and 2015 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 2016 and 2015.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2016
9. DEPOSITS AND PREPAYMENTS
During the six months ended 30 June 2016, deposits of GBP337,105
(equivalent to approximately US$495,000) were made in respect of
the investment in the equity capital of Velocity Mobile Limited, a
company incorporated and registered in England and Wales.
10. SHARE CAPITAL
Number Total
of value
shares US$'000
Authorised:
Ordinary shares of US$0.001
each
At 1 January 2015, 31 December
2015, 1 January 2016 and
30 June 2016 60,000,000,000 60,000
================= =========
Called up, issued and fully
paid:
Ordinary shares of US$0.001
each
At 1 January 2015, 31 December
2015, 1 January 2016 and
30 June 2016 56,734,580 57
================= =========
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2016
11. RELATED PARTY TRANSACTIONS
The Group entered into the following transactions with a related
party during the six months ended 30 June 2016 and 2015:
Name of related Nature of
company transaction
Unaudited
Six months ended
30.6.2016 30.6.2015
US$'000 US$'000
WAG Worldsec
Corporate
Finance Limited Accountancy
(note) fee - 5
============ ==========
Note: Mr. Henry Ying Chew Cheong, a related party of the Company
in his capacity as a director, had beneficial interest
(approximately 34%) in the related company.
There was no outstanding balance with the related party as at 30
June 2016 (31 December 2015: nil).
Compensation of key management personnel
The remuneration of directors is set out on the consolidated
statement of profit or loss and other comprehensive income and with
additional disclosure in note 6 to the Interim Financial
Statements.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2016
12. OPERATING LEASE COMMITMENT
Operating lease - lessee
At 30 June 2016 and 2015, the Group had future aggregate minimum
lease payments under non-cancellable operating leases in respect of
office premises and warehouse as follows:
Unaudited Audited
As at As at
30.6.2016 31.12.2015
US$'000 US$'000
Not later than one year 58 58
Later than one year and
not later than five years 14 44
---------- -----------
72 102
========== ===========
The lease runs for an initial period of 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 2016
(31 December 2015: nil).
14. SUBSEQUENT EVENT
The Group exercised warrants to subscribe for additional
investment of CHF160,050 (equivalent to approximately US$163,000)
in Ayondo and the Group's investment in Velocity was duly completed
in July 2016.
15. INTERIM REPORT
The Interim Financial Statements were approved and authorised
for issue by the Board on 2 September 2016.
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
Estera 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 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
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 company news service from the London Stock Exchange
END
IR FMGGLFZGGVZM
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September 02, 2016 09:34 ET (13:34 GMT)
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