Interim Results
Worldsec Ld
27 September 2005
Worldsec Limited
Interim Report for the six months ended 30 June 2005
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 2005 (the 'Period').
During the Period, the Group maintained a minimum operation to continue the
realisation of its remaining assets into cash. The Group results for the Period
are shown in the Consolidated Profit and Loss Account on page 2 of this report.
Over US$1.5 million had been collected from debtors in the Period and we expect
to collect the remaining balance in the coming months. Subsequent to the end of
the Period until review, the Group managed to dispose of its Philippines
subsidiary for a consideration of US$363,000 net of expenses, payable in cash
which was received at the end of August 2005.
The collection of the debtors and the sale of the Group's Philippines assets
represent the practical completion of the exercise of realising all the Group's
assets into cash. In connection with the disposal of the Philippines
subsidiary, the Group has granted the purchaser a limited warranty for a period
of six months with such warranty expiring in early 2006. In the next few
months, it is expected that actions taken to wind up subsidiaries which are no
longer required and pay off all outstanding liabilities would be completed.
Once all the outstanding formalities are dealt with and the warranty time limit
mentioned above has passed, your board will be in a position to come to a
decision regarding the disposition of the cash assets.
By order of the Board
Paul Kwok Kin Cheng
Chief Operating Officer
and Finance Director
27 September 2005
CONSOLIDATED PROFIT AND LOSS ACCOUNT
Unaudited Audited
Six months ended Year ended
Notes 30.6.2005 30.6.2004 31.12.2004
US$'000 US$'000 US$'000
Turnover 3 - 11 11
Fees and commission payable - - -
- 11 11
Gain on disposal of investments 20 602 602
Recovery of doubtful receivables 98 203 670
Other operating income 23 94 94
141 910 1,377
Staff costs (145) (211) (381)
Impairment losses (87) -
-
Other operating costs (128) (355) (526)
Operating profit (loss) (219) 344 470
Interest receivable and similar 2 15 21
income
Interest payable and similar charges
(1) (5) (5)
Profit on disposal of subsidiaries - 36 36
(Loss) Profit before taxation (218) 390 522
Tax charge 4 - - -
(Loss) Profit for the financial
period / year (218) 390 522
(Loss) Earnings per share - basic
and diluted 5 (2) cents 3 cents 4 cents
Distributions 9 - 9,357 9,357
The results above relate entirely to discontinued operations.
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
Unaudited Audited
Six months ended Year ended
30.6.2005 30.6.2004 31.12.2004
US$'000 US$'000 US$'000
(Loss) Profit for the financial period/year (218) 390 522
Currency translation differences (16) (67) (47)
Total recognised (losses) / gains in the
period/year (234) 323 475
RECONCILIATION OF MOVEMENTS IN CONSOLIDATED SHAREHOLDERS' FUNDS
Unaudited Audited
Six months ended Year ended
30.6.2005 30.6.2004 31.12.2004
US$'000 US$'000 US$'000
(Loss) Profit for the financial period/year (218) 390 522
Other recognised losses relating to the period
/year
(16) (67) (47)
Net change in shareholders' funds during the
period/year
(234) 323 475
Distribution out of contributed surplus - (9,357) (9,357)
Shareholders' funds brought forward 2,624 11,506 11,506
Shareholders' funds carried forward 2,390 2,472 2,624
CONSOLIDATED BALANCE SHEET
Unaudited Audited
Notes 30.6.2005 30.6.2004 31.12.2004
US$'000 US$'000 US$'000
Current assets
Investments 6 363 448 448
Debtors 257 1,337 1,805
Bank deposits and cash 2,166 1,429 777
Total assets 2,786 3,214 3,030
Current liabilities 7 (396) (742) (406)
Total liabilities (396) (742) (406)
Net assets 2,390 2,472 2,624
Equity
Share capital 8 13 13 13
Reserves 2,377 2,459 2,611
Total Equity 2,390 2,472 2,624
CONSOLIDATED CASH FLOW STATEMENT
Unaudited Audited
Six months ended Year ended
30.6.2005 30.6.2004 31.12.2004
US$'000 US$'000 US$'000
Cash generated from operations (Note 10) 1,368 (318) (976)
Interest received 2 15 21
Interest paid (1) (5) (5)
Net cash from operating activities 1,369 (308) (960)
Cash flow from investing activities
Proceed from sale of subsidiaries - 410 410
Proceeds from sale of investments 20 3,683 3,683
Net cash flow from investing activities 20 4,093 4,093
Cash flow used in financing activities
Distribution paid - (9,357) (9,357)
Net increase in cash and cash equivalents 1,389 (5,572) (6,224)
Cash and cash equivalents at beginning of period 777 7,001 7,001
Cash and cash equivalents at end of period 2,166 1,429 777
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.
The results of subsidiaries disposed of during the periods/year are included in
the consolidated income statement up to the effective date of disposal.
2 BASIS OF Accounting
The Group has ceased business operations and has been realising its assets and
returning the cash proceeds to shareholders. The financial statements have been
prepared on a basis other than that of a going concern which includes, where
appropriate, writing down the company's assets to net realisable value.
Provision has also been made for any onerous contractual commitments at the
balance sheet date. Accordingly, all assets are classified as current assets.
The financial statements for the six months ended 30 June 2005 have been
prepared in accordance with International Financial Reporting Standards ('IFRS')
for the first time. The financial statements for the corresponding six month
period to 30 June 2004 and for the year ended 31 December 2004 were prepared in
accordance with accounting principles general accepted in the United Kingdom ('
UKGAAP'). The transition from UKGAAP to IFRS has not affected the Group's
financial position, performance and cash flows presented in this report.
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 2004.
NOTES TO THE INTERIM REPORT (CONTINUED)
3 ANALYSIS OF TURNOVER, OPERATING (LOSS) PROFIT AND NET ASSETS
Unaudited Audited
Six months ended Year ended
30.6.2005 30.6.2004 31.12.2004
US$'000 US$'000 US$'000
Turnover analysed by class of business
Broking and related services - 11 11
- 11 11
Geographical analysis of turnover
Hong Kong - 11 11
- 11 11
The operating (loss) / profit attributed to
the different classes of the Group's business
is as follows:
Broking and related services - 344 470
Others (219) - -
(219) 344 470
In the past, the operating profit of the Group was derived from the Group's
operations based in Hong Kong and the net assets of the Group were related to
broking activities and were substantially situated in Hong Kong.
NOTES TO THE INTERIM REPORT (CONTINUED)
4 TAX
Unaudited Audited
Six months ended Year ended
30.6.2005 30.6.2004 31.12.2004
US$'000 US$'000 US$'000
The (charge)/credit comprises:
UK Corporation Tax and other overseas taxation - - -
- - -
Deferred taxation - - -
- - -
5 (LOSS) EARNINGS PER SHARE
Unaudited Audited
Six months ended Year ended
30.6.2005 30.6.2004 31.12.2004
(Loss) Profit for the financial period/year US$(218,000) US$390,000 US$522,000
Weighted average number of shares in issue 13,367,290 13,367,290 13,367,290
(Loss) Earnings per share - basic and diluted (2) cents 3 cents 4 cents
NOTES TO THE INTERIM REPORT (CONTINUED)
6 INVESTMENTS
Unaudited Audited
30.6.2005 30.6.2004 31.12.2004
US$'000 US$'000 US$'000
Investments held as current assets at net
realisable value 363 448 448
The Group's investments comprising of listed investments, right to trade on
or through the Philippine Stock Exchange and land and building were all held by
a subsidiary and represented all the assets of that subsidiary. The subsidiary
was disposed of in August 2005 for a consideration of US$363,000 net of
associated expenses.
NOTES TO THE INTERIM REPORT (CONTINUED)
7 CURRENT LIABILITIES
Unaudited Audited
30.6.2005 30.6.2004 31.12.2004
US$'000 US$'000 US$'000
Other creditors and accruals 396 742 406
396 742 406
8 SHARE CAPITAL
Unaudited Audited
30.6.2005 30.6.2004 31.12.2004
US$ US$ US$
Ordinary shares of Ordinary shares of Ordinary shares of
US$0.001 each US$0.001 each US$0.001 each
Authorised: 50,000,000 50,000,000 50,000,000
Called up, issued and fully paid: 13,367 13,367 13,367
NOTES TO THE INTERIM REPORT (CONTINUED)
9 DISTRIBUTIONS
Distribution out of the contributed surplus account of US$0.70 per share
totalling US$9,357,103 was paid on 28 April 2004.
10 RECONCILIATION OF OPERATING (LOSS) / PROFIT TO NET CASH (OUTFLOW) / INFLOW
FROM OPERATING ACTIVITIES
Unaudited Audited
Six months ended Year ended
30.6.2005 30.6.2004 31.12.2004
US$'000 US$'000 US$'000
Operating (loss) / profit (218) 344 470
Gain on disposal of investments (20) (602) (602)
Gain on disposal of subsidiaries - (36)
Exchange difference (19) (53) 4
Impairment losses 87 - -
Decrease in debtors 1,578 1,547 1,080
(Increase) / Decrease in other debtors and
prepayments
(30) 101 99
Decrease in trade creditors - (1,255) (1,293)
Decrease in other creditors and accruals (10) (400) (698)
Net cash inflow / (outflow) from operating
activities
1,368 (318) (976)
NOTES TO THE INTERIM REPORT (CONTINUED)
11 ANALYSIS OF CASH AND CASH EQUIVALENTS
Unaudited Audited
30.6.2005 30.6.2004 31.12.2004
US$'000 US$'000 US$'000
Cash in hand and deposits repayable on demand 464 902 568
Time deposits of maturity exceeding 1 day 1,702 527 209
Cash and cash equivalents at end of period 2,166 1,429 777
12 INTERIM REPORT
The interim report will be sent to shareholders on or about 21 October 2005.
CORPORATE INFORMATION
Board of directors
Non-Executive Chairman
David Archibald Evelyn LYLE
Executive director
Paul Kwok Kin CHENG
Non-executive directors
Henry Ying Chew CHEONG (Deputy Chairman)
Mark Chung FONG
Alastair GUNN-FORBES
HO Soo Ching
Sakae HASHIZUME (appointed on 2nd September 2005)
Masao HASEGAWA (resigned on 2nd September 2005)
Company secretary
Paul Kwok Kin CHENG
Registered office address
Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda
Registration number
EC21466 Bermuda
Principal bankers
The Hongkong and Shanghai Banking Corporation Limited
1 Queen's Road, Central, Hong Kong
Auditors
Deloitte Touche Tohmatsu, Certified Public Accountants
26th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong
Solicitors
Linklaters
One, Silk Street, London EC2Y 8HQ, England
CORPORATE INFORMATION (CONTINUED)
Principal share registrar and transfer office
The Bank of Bermuda Limited
Bank of Bermuda Building, 6 Front Street, Hamilton HM11, Bermuda
International branch registrar
Capita IRG (Offshore) Limited
Victoria Chambers, Liberation Square, 1/3 the Esplanade, St Helier, Jersey,
Channel Islands
United Kingdom transfer agent
Capita Registrars
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, England
Investor relations
For further information about Worldsec Limited, please contact:
The Chief Operating Officer
Worldsec Group
Room 1601, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong
PRINCIPAL OPERATING SUBSIDIARY
Worldsec Nominees Limited
Address: Room 1601, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong
Telephone: +(852) 2867 7288 Fax: +(852) 2810 0281
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