Interim Report - six months ended 30 June 2015

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 (奧偉詩教育諮詢(深圳)有限公司, "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 and diluted	7	(0.40) cent		(0.31) cent		(0.84) 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 Share premium	13 14	57 3,837		57 3,837		57 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

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 Increase in deposits and prepayments Decrease in other payables and accruals	- (8) (77)		- - (186)		(8) (21) (90)
Net cash used in operating activities	(274)		(362)		(544)
Cash flow from investing activities Acquisition of property, plant and equipment Acquisition of a joint venture Purchase of available-for-sale financial assets Advance to a joint venture Net cash used in investing activities	- - (325) - (325)		- - - - -		(69) (257) (800) (257) (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) Amendments to International Accounting Standards ("IAS") 1 Amendments to IAS 27 IFRS 9 (2014) Amendment to IFRS 10 and IAS 28 IFRS 15	Annual Improvements 2012-20141* Disclosure Initiative1* Equity Method in Separate Financial Statements1 Financial Instruments3* Sale or Contribution of Assets between an Investor and its Associate or Joint Venture1* Revenue from Contracts with Customers2*

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 was as follows:	Unaudited				Audited
	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 and diluted	0.40 cent		0.31 cent		0.84 cent

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                                   

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:

Name		Country of incorporation and operation		Proportion of ownership interest			Paid-up registered capital		Principal activities
				Direct	Indirect
Oasis Education Group Limited 奧偉詩教育集團有限公司 ("Oasis HK")		Hong Kong		50%	-		HK$4,000,000		Investment holding
Oasis Education Consulting (Shenzhen) Company Limited   奧偉詩教育咨詢(深圳)有限公司		The People's Republic of China (the "PRC")		-	50%		HK$5,000,000		Provision of education consulting and support 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 the period ended 30 June 2015		US$'000
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
Unlisted equity investments,	US$'000		US$'000		US$'000
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
Authorised:	US$'000		US$'000		US$'000
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

Unit 607, 6th Floor, FWD Financial Centre, 308 Des Voeux Road Street, Central, Sheung Wan, Hong Kong

[e-mail]

 

END

 

 

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