Interim Results

Worldsec Ld 15 September 2000 Worldsec Limited Interim Report for the six months ended 30 June 2000 The Directors submit the interim report on Worldsec Limited (the 'Company') and its subsidiaries (collectively known as the 'Group') for the six months ended 30 June 2000 (the 'Period'). HIGHLIGHTS Turnover for the Period increased by 23% as compared with the same period in 1999 to US$9,240,000. Profit for the Period was US$4,967,000, as compared to US$8,000 for the same period in 1999. DIVIDEND The Directors do not recommend the payment of an interim dividend. REVIEW OF OPERATIONS AND PROSPECTS The start of the new millennium has been a year of continued recovery in Asia from the recession in the aftermath of the Asian currency crisis and our business benefitted from this. However, shareholders' funds were more positively impacted by profits of a capital nature. Pursuant to the restructuring effective on 6 March 2000 of The Stock Exchange of Hong Kong Limited and Hong Kong Futures Exchange Limited (the 'Exchanges'), the Group received Trading Rights in the Exchanges and shares in the Hong Kong Exchanges and Clearing Limited (the 'HKEC Shares') in exchange for memberships previously held by the Group in the Exchanges. The HKEC Shares were listed on the Stock Exchange of Hong Kong Limited. The market value of the HKEC Shares at 30 June 2000 were substantially higher than the previous carrying value of the memberships of the Exchanges and this has boosted shareholders' funds. We realised a portion of our shareholding in HKEC, the profit from which is reflected in our interim results. The most prominent feature of the stock markets in Asia in the first half of 2000 was the strong performance and subsequent collapse of 'new economy' stocks. The performance of this sector within Asian stock markets was significantly influenced by the performance of NASDAQ. Unfortunately, while the NASDAQ has staged a significant recovery from its lows in May, generally speaking 'new economy' stocks in Asia have not followed suit: too many companies with 'new economy' ambitions were buoyed by the first quarter euphoria which attracted large speculative retail investor interest, and after the bubble was pricked, were found to be just 'old economy' companies with little new substance. On the macro-economic front, Asian economies continued their strong cyclical upturn largely driven by export-led growth. Economic recovery in Hong Kong has been particularly satisfying with real GDP growth of 14.3% in the first quarter followed by growth of 10.8% in the second quarter. At the other end of the spectrum, economic growth in the Philippines and Thailand were disappointing. Growth in the Philippines in the first half was only 3.9% and in Thailand, it was 5.2% in the first quarter, which is the latest period for which data is available. With economic growth being export-led, Asian investors have been very sensitive to the performance of the U.S. economy paying keen attention to U.S. consumer spending and the impact of rising U.S. interest rates on consumer demand. The debate has been whether the U.S. will achieve a hard landing or a soft landing. Recent economic statistics favour a soft-landing scenario and this is very positive for Asian equity markets, particularly Hong Kong, where domestic interest rates are directly linked to U.S. interest rates because of its currency peg. Hong Kong is also benefitting from the continuing flow of positive economic news from China where real GDP growth was over 8% in the first half. After China becomes a member of the World Trade Organisation, its economic prospects should improve further. Investor sentiment towards the larger Asian stock markets remains positive, but it may be some time before investor interest in the smaller Asian stock markets such as the Philippines and Thailand recover. As a result, our commission revenue will continue to be dominated by the performance of Hong Kong. We have benefitted from the recovery in the Hong Kong stock market, but in order to remain competitive, we revised our salary levels at the start of the year, restoring to most staff the cut in salary implemented last year. In June, we further reviewed our remuneration structure in response to market conditions which remain very competitive. We continue to experience downward pressure on commission rates and such pressure is likely to increase with de- regulation. Thailand moves to negotiated commissions on October 1st this year. In Hong Kong, commission rates will not be fully de- regulated until April 1st 2002, but certain of our competitors already offer discounts. Average commission rates will also fall as on-line trading becomes more popular. Given salary cost increases and downward pressure on commission rates, it may be difficult to earn a very satisfactory return on equity in the short-term, at least not until there is a better balance to our revenue stream. Meanwhile, we remain committed to our vision of being a pan Asian broker and we want to strengthen our research effort even in the out of favour markets of Malaysia, the Philippines and Thailand. Although recovery in Asia is clearly gathering momentum, it would be rash to assume that the upturn will continue uninterrupted. The possibility of further increases in U.S. interest rates remain a cause of concern but of greater concern at present, is the risk that rising crude oil prices poses to the world economy. Assuming no untoward shocks, cyclical economic recovery in Asia is expected to provide a positive backdrop for the Asian equity markets. We have previously informed shareholders that a number of parties have approached us with an interest in investing in Worldsec. Such discussions are on-going. By order of the Board Henry Ying Chew Cheong Deputy Chairman and Chief Executive Officer 15 September 2000 CONSOLIDATED PROFIT AND LOSS ACCOUNT Unaudited Audited Six months ended Year ended Notes 30.6.2000 30.6.1999 31.12.1999 US$'000 US$'000 US$'000 Turnover 3 9,240 7,489 15,792 Fees and (1,508) (1,482) (4,135) commission payable 7,732 6,007 11,657 Other operating 1,500 517 2,682 income 9,232 6,524 14,339 Staff costs (5,283) (4,346) (8,089) Other operating (2,242) (2,249) (5,099) costs Operating 3 1,707 (71) 1,151 profit/(loss) Gain on disposal of investments 1,261 - - Unrealized gain on investments 2,723 - - Interest receivable and 354 324 769 similar income Interest payable and similar (893) (117) (458) charges Profit on ordinary 5,152 136 1,462 activities before taxation Tax on profit on ordinary 4 (185) (134) (119) activities Profit on ordinary 4,967 2 1,343 activities after taxation Equity minority 5 - 6 3 interest Profit for the financial 4,967 8 1,346 period/year Earnings per 6 37 cents 0 cent 10 cents share STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES Unaudited Audited Six months ended Year ended 30.6.2000 30.6.1999 31.12.1999 US$'000 US$'000 US$'000 Profit for the 4,967 8 1,346 period/year Surplus arising on revaluation of 4 - 181 investments and tangible fixed assets Currency translation (267) (68) (119) differences Total recognised 4,704 (60) 1,408 gains/(losses) RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS Unaudited Audited Six months ended Year ended 30.6.2000 30.6.1999 31.12.1999 US$'000 US$'000 US$'000 Profit for the 4,967 8 1,346 period/year Other recognised gains and losses relating to (263) (68) 62 the period/year Net addition/(reduction) in 4,704 (60) 1,408 shareholders' funds during the period/year Shareholders' funds 32,400 30,992 30,992 brought forward Shareholders' funds 37,104 30,932 32,400 carried forward CONSOLIDATED BALANCE SHEET Unaudited Audited Notes 30.6.2000 30.6.1999 31.12.1999 US$'000 US$'000 US$'000 Fixed assets Intangible assets 7 1,340 - - Tangible fixed 1 ,023 1,373 1,181 assets Investments 8 1,986 5,043 5,203 Purchased 9 887 1,084 986 goodwill 5,236 7,500 7,370 Current assets Investments 10 7,551 - - Debtors 28,424 39,695 35,728 Bank deposits and 11 43,141 45,455 42,639 cash 79,116 85,150 78,367 Creditors: Amounts falling 12 (47,216) (61,684) (53,298) due within one year Net current 31,900 23,466 25,069 assets Total assets less current 37,136 30,966 32,439 liabilities Provisions for liabilities and 13 (32) (30) (32) charges Equity minority 5 - (4) (7) interest Net assets 37,104 30,932 32,400 Capital and reserves Called up share 14 13,367 13,367 13,367 capital Reserves 23,737 17,565 19,033 Equity 37,104 30,932 32,400 shareholders' funds CONSOLIDATED CASH FLOW STATEMENT Unaudited Audited Six months ended Year ended 30.6.2000 30.6.1999 31.12.1999 US$'000 US$'000 US$'000 Net cash (outflow)/inflow from (16,110) (5,609) 2,419 operating activities (Note 15) Returns on investments and servicing of finance Interest received from 354 324 769 banks Interest paid on bank loans and overdrafts (893) (117) (458) Net cash (outflow)/inflow from returns on investments (539) 207 311 and servicing of finance Tax refunded/(paid) 252 (79) (205) Capital expenditure and financial investment Purchase of fixed - (82) (186) assets Purchase of investments (3,275) - - Sale of investments 1,475 - - Sale of tangible fixed - - 39 assets Net cash outflow from capital expenditure and (1,800) (82) (147) financial investment Net cash (outflow)/inflow before (18,197) (5,563) 2,378 use of liquid resources and financing Management of liquid resources (Increase)/decrease in time deposits of (28) 176 260 maturity exceeding 1 day (Decrease)/increase in (18,225) (5,387) 2,638 cash (Note 16) NOTES TO THE INTERIM REPORT 1 BASIS OF CONSOLIDATION The Group's financial statements consolidate the financial statements of the Company and the subsidiary undertakings included in the Group. 2 ACCOUNTING POLICIES The financial statements set out in this report have been prepared under the historical cost convention, as modified by the revaluation of certain fixed assets and investments, in accordance with accounting principles generally accepted in the United Kingdom. The accounting policies adopted in preparing this report are consistent with those adopted in preparing the consolidated financial statements of the Group for the year ended 31 December 1999. Short-term investments in listed equity securities are stated at their fair values on the basis of their quoted market prices at the balance sheet date. The gains or losses arising from changes in the fair values of the short-term investments are credited or charged to the profit and loss account for the period in which they arise. The directors continue to adopt the going concern basis in preparing the interim report. NOTES TO THE INTERIM REPORT (CONTINUED) 3 ANALYSES OF TURNOVER, OPERATING PROFIT/(LOSS) AND NET ASSETS Unaudited Audited Six months ended Year ended 30.6.2000 30.6.1999 31.12.1999 US$'000 US$'000 US$'000 Turnover analysed by class of business Broking and related 8,284 6,796 13,876 services Corporate finance 956 693 1,916 9,240 7,489 15,792 Geographical analysis of turnover Hong Kong 7,920 3,702 10,624 Thailand 444 2,497 3,039 Malaysia 318 219 321 Philippines 100 594 812 Others 458 477 996 9,240 7,489 15,792 Operating profit/(loss) analysed by class of business Broking and related 1,379 (233) 638 services Corporate finance 328 162 513 1,707 (71) 1,151 The net assets utilised in the Group relate substantially to broking activities. NOTES TO THE INTERIM REPORT (CONTINUED) 4 TAX Unaudited Audited Six months ended Year ended 30.6.2000 30.6.1999 31.12.1999 US$'000 US$'000 US$'000 The charge comprises: UK Corporation Tax at 30.25% - current year 43 45 86 Hong Kong Profits Tax at 16% - current year 135 85 17 Other overseas taxation 7 4 16 185 134 119 5 EQUITY MINORITY INTEREST The minority interest relates to the interests in PB Worldsec Securities Advisors Sdn. Bhd. 6 EARNINGS PER SHARE Unaudited Audited Six months ended Year ended 30.6.2000 30.6.1999 31.12.1999 US$'000 US$'000 US$'000 Profit for the 4,967 8 1,346 financial period/year Earnings per share 37 cents 0cents 10 cents Number Number Number Weighted average number of shares in issue 13,367,290 13,367,290 13,367,290 NOTES TO THE INTERIM REPORT (CONTINUED) 7 INTANGIBLE ASSETS Intangible assets represent eligibility rights to trade on or through the Stock Exchange of Hong Kong Limited and Hong Kong Futures Exchange Limited respectively ('Trading Rights'). Pursuant to the restructuring effective on 6 March 2000 of The Stock Exchange of Hong Kong Limited and Hong Kong Futures Exchange Limited (the 'Exchanges'), the Group received Trading Rights and shares in the Hong Kong Exchanges and Clearing Limited (the 'HKEC Shares') in exchange for memberships previously held by the Group in the Exchanges. The prior carrying values of the memberships in the Exchanges have been apportioned to the Trading Rights and the HKEC Shares, which were listed on the Stock Exchange of Hong Kong Limited in June 2000, based on their respective estimated fair values on 6 March 2000. Trading Rights are amortised over a period of ten years using the straight line method. 8 INVESTMENTS HELD AS FIXED ASSETS Unaudited Audited 30.6.2000 30.6.1999 31.12.1999 US$'000 US$'000 US$'000 Exchange memberships - at directors' valuation 796 3,853 4,013 Unlisted investments - 1,190 1,190 1,190 at cost 1,986 5,043 5,203 9 PURCHASED GOODWILL Purchased goodwill represents the excess of considerations paid over the fair value of the securities and futures dealing businesses, exchange memberships and tangible fixed assets acquired. Purchased goodwill is amortised over a period of seven years using the straight line method starting from the date of acquisition. NOTES TO THE INTERIM REPORT (CONTINUED) 10 INVESTMENTS HELD AS CURRENT ASSETS Unaudited Audited 30.6.2000 30.6.1999 31.12.1999 US$'000 US$'000 US$'000 Listed investments in overseas, at market 7,551 - - value The listed investments include HKEC shares acquired in the restructuring as detailed in note 7 and are stated at market value. 11 ANALYSIS OF CASH Unaudited Audited 30.6.2000 30.6.1999 31.12.1999 US$'000 US$'000 US$'000 Bank deposits and cash 43,141 45,455 42,639 Bank loans and (12,894) (5,347) (12,412) overdrafts 30,247 40,108 30,227 Less: Cash at bank - trust (26,392) (25,997) (8,175) accounts Time deposits of maturity exceeding 1 (2,062) (2,118) (2,034) day Cash (Note 17) 1,793 11,993 20,018 12 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR Unaudited Audited 30.6.2000 30.6.1999 31.12.1999 US$'000 US$'000 US$'000 Bank overdrafts 12,894 5,347 12,412 Trade creditors 31,863 53,877 38,718 Taxation 192 - - Other creditors, accruals and deferred 2,267 2,460 2,168 income 47,216 61,684 53,298 NOTES TO THE INTERIM REPORT (CONTINUED) 13 PROVISIONS FOR LIABILITIES AND CHARGES The amount represents provision for deferred taxation which is the tax effect of the excess of depreciation allowances claimed for tax purposes over the depreciation charged in the financial statements. The tax effect of other timing differences, which includes valuation surplus on the valuation of land and building and exchange memberships and tax losses carried forward, are not significant. There was no movement in the provision for deferred taxation during the Period. The Group had no significant unprovided deferred taxation at 30 June 2000. 14 CALLED UP SHARE CAPITAL Unaudited Audited 30.6.2000 30.6.1999 31.12.1999 US$ US$ US$ Authorised: ordinary shares of 50,000,000 50,000,000 50,000,000 US$1 each Called up, issued and fully paid: ordinary shares of US$1 each 13,367,290 13,367,290 13,367,290 NOTES TO THE INTERIM REPORT (CONTINUED) 15 RECONCILIATION OF OPERATING PROFIT/(LOSS) TO NET CASH (OUTFLOW)/INFLOW FROM OPERATING ACTIVITIES Unaudited Audited Six months ended Year ended 30.6.2000 30.6.1999 31.12.1999 US$'000 US$'000 US$'000 Operating profit/(loss) 1,707 (71) 1,151 Depreciation 138 235 440 Amortisation of 46 - - intangible assets Amortisation of 99 99 197 purchased goodwill Exchange difference (186) (70) (48) Decrease/(increase) in 7,059 (27,867) (23,757) debtors (Increase)/decrease in cash at bank - trust (18,217) 1,941 19,763 accounts (Decrease)/increase in (6,855) 20,060 4,901 trade creditors Increase/(decrease) in other creditors and 99 64 (228) accruals Net cash (outflow)/inflow from (16,110) (5,609) 2,419 operating activities 16 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS Unaudited Audited Six months ended Year ended 30.6.2000 30.6.1999 31.12.1999 US$'000 US$'000 US$'000 (Decrease)/increase in (18,225) (5,387) 2,638 cash Cash outflow from increase in liquid 28 - - resources Cash inflow from decrease in liquid - (176) (260) resources Movement in net funds (18,197) (5,563) 2,378 Net funds brought 22,052 19,674 19,674 forward Net funds carried 3,855 14,111 22,052 forward NOTES TO THE INTERIM REPORT (CONTINUED) 17 ANALYSIS OF NET FUNDS Unaudited Audited 30.6.2000 30.6.1999 31.12.1999 US$'000 US$'000 US$'000 Cash in hand and deposits repayable on 14,687 17,340 32,430 demand Bank loans and (12,894) (5,347) (12,412) overdrafts Cash (Note 11) 1,793 11,993 20,018 Time deposits of maturity exceeding 1 day 2,062 2,118 2,034 Net funds 3,855 14,111 22,052 18 INTERIM REPORT The interim report will be posted to shareholders on or about 28 September 2000. CORPORATE INFORMATION Board of directors Non-Executive Chairman David Archibald Evelyn LYLE Executive directors Henry Ying Chew CHEONG (Deputy Chairman and Chief Executive Officer) Leonard Carlton POON Paul Kwok Kin CHENG (Chief Operating Officer and Finance Director) Winnie Hui Ming PAO Alastair GUNN-FORBES Non-executive directors Mark Chung FONG HO Soo Ching WEE Sin Tho Shigeyasu KASAMATSU Yoichi KAMBARA Company secretary Paul Kwok Kin CHENG Registered office address Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda Registration number EC21466 Bermuda Principal bankers The Hongkong and Shanghai Banking Corporation Limited 1 Queen's Road, Central, Hong Kong The Bank of Tokyo-Mitsubishi, Ltd. 7-1 Marunouchi, 2-chome, Chiyoda-ku, Tokyo 100, Japan RIZAL Commercial Banking Corporation RCBC Building, 333 Sen. Gil Puyat Avenue, Makati, Metro Manila, Philippines CORPORATE INFORMATION (CONTINUED) Auditors Deloitte Touche Tohmatsu, Certified Public Accountants 26th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong Solicitors Linklaters & Alliance One, Silk Street, London EC2Y 8HQ, England Principal share registrar and transfer office The Bank of Bermuda Limited Bank of Bermuda Building, 6 Front Street, Hamilton HMDX, Bermuda International branch registrar IRG (Jersey) Limited Piermont House, 33-35 Pier Road, St Helier, Jersey, Channel Islands United Kingdom transfer agent IRG plc Bourne House, 34 Beckenham Road, Beckenham, Kent BR3 4TU, England Investor relations For further information about Worldsec Limited, please contact: The Chief Executive Officer Worldsec Group 11th Floor, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong PRINCIPAL OPERATING SUBSIDIARIES HONG KONG Worldsec Brokerage Limited Worldsec Futures Limited Worldsec International Limited Worldsec Nominees Limited Address: 11th Floor, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong Telephone: +(852) 2867 7288 Fax: +(852) 2810 0281 Worldsec Corporate Finance Limited Address: Rms 3301-02, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong Telephone: +(852) 2971 4288 Fax: +(852) 2537 8830 BANGKOK Worldsec International Limited representative office Address: Rm 2922/217, 14th Floor, Charn Issara Tower II, New Petch Buri Road, Huaykwang, Bangkok 10310, Thailand Telephone:+(662) 718 1818 Fax: +(662) 718 1828 KUALA LUMPUR Worldsec Securities Advisors Sdn. Bhd. (formerly known as PB Worldsec Securities Advisors Sdn. Bhd.) Address: 11.2, 11th Floor Menara PanGlobal, 8 Lorong P. Ramlee 50250, Kuala Lumpur, Malaysia Telephone:+(603) 201 0010 Fax: +(603) 201 2531 LONDON Worldsec International (U.K.) Limited Address: 2nd Floor, 6 Broadgate, London, EC2M 2QS, England Telephone: +(44207) 972 0881 Fax: +(44207) 972 0882 PRINCIPAL OPERATING SUBSIDIARIES (CONTINUED) MANILA Worldsec International Securities (Philippines) Inc. Address: 10th Floor, Tower One, Ayala Triangle, Ayala Avenue, Makati City, Philippines Telephone: +(632) 848 6360 Fax: +(632) 848 6373 NEW YORK Worldsec International Securities Inc. Address:599 Lexington Avenue, Suite 2300, New York, N.Y. 10022, USA Telephone: +(1212) 371 0888 Fax: +(1212) 754 0076 SHANGHAI Worldsec Investment Consulting (Shanghai) & Co. Ltd. Address: Rm G, 15th Floor, Heng Ji Tower, 99 Huaihai Road (E.), Shanghai 200021, China Telephone: +(8621) 6386 4668 Fax: +(8621) 6386 5727 TAIPEI Worldsec Investment Consulting (Taiwan) & Co. Ltd. Address: 6th Floor, 29 An Ho Road, Section 1, Taipei, Taiwan Telephone: +(8862) 2751 3737 Fax: +(8862) 2731 2966

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