Worldsec Ltd. — Interim / Quarterly Report 2012

Jun 30, 2012

Worldsec Limited

Interim Report for the six months ended 30 June 2012

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 2012.

For the six months ended 30 June 2012, the Group incurred a net loss of US$94,000. This is comparable with the net loss of US$140,000 for the corresponding period in the previous year. At the end of 30 June 2012, Group shareholders’ funds stood at US$0.84 million as compared to US$0.94 million at the end of December 2011.

The Board continues to explore opportunities in the financial services and other new suitable business, and in the meantime we have engaged a financial adviser and legal adviser in the U.K. to advise us on the reactivation of the Company. Shareholders will be informed as soon as the Board has evaluated a suitable business proposition.

By order of the Board

Alastair GUNN-FORBES

Non-Executive Chairman

29 August 2012

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 30 JUNE 2012

		Unaudited				Audited
		Six months ended				Year ended
	Notes	30.6.2012		30.6.2011		31.12.2011
		US$’000		US$’000		US$’000
Other income and gain	5	-		3		13
Staff costs		(8)		(8)		(15)
Other expenses		(86)		(135)		(274)
Loss before tax		(94)		(140)		(276)
Income tax expense	6	-		-		-
Loss for the period/year		(94)		(140)		(276)
Other comprehensive income, net of
income tax
Exchange differences on translating foreign
operations		(1)		-		(5)
Other comprehensive income for the year,
net of income tax		(1)		-		(5)
Total comprehensive income for the year		(95)		(140)		(281)
Loss attributable to:
Owners of the Company		(94)		(140)		(276)
Total comprehensive income attributable to:
Owners of the Company		(95)		(140)		(281)
Loss per share – basic and diluted	7	(0.7) cent		(1) cent		(2) cents

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 30 JUNE 2012

		Unaudited				Audited
		Six months ended				Year ended
	Notes	30.6.2012		30.6.2011		31.12.2011
		US$’000		US$’000		US$’000
Current assets
Cash and bank balances		1,096		1,329		1,217
Current liabilities
Other payables and accruals		(254)		(251)		(280)
Net current assets		842		1,078		937
Net assets		842		1,078		937
Capital and reserves
Share capital	8	13		13		13
Contributed surplus	9	9,646		9,646		9,646
Foreign currency translation reserve	9	(6)		-		(5)
Special reserve	9	625		625		625
Accumulated losses	9	(9,436)		(9,206)		(9,342)
Total equity		842		1,078		937

CONSOLIDATED STATEMENT OF CASH FLOW

FOR THE PERIOD ENDED 30 JUNE 2012

	Unaudited				Audited
	Six months ended				Year ended
	30.6.2012		30.6.2011		31.12.2011
	US$’000		US$’000		US$’000
Cash flows from operating activities
Loss for the period/year	(94)		(140)		(276)
Interest income	-		(3)		-
	(94)		(143)		(276)
Movement in working capital
Decrease in other payables and accruals	(26)		(13)		16
Net cash used in operating activities	(120)		(156)		(260)
Cash flow from investing activities
Interest received	-		3		-
Net cash inflow from investing activities	-		3		-
Net decrease in cash and cash equivalents	(120)		(153)		(260)
Cash and cash equivalents at
beginning of the period/year	1,217		1,482		1,482
Effects of exchange rate changes	(1)		-		(5)
Cash and cash equivalents at
end of the period/year
Cash and bank balances	1,096		1,329		1,217

NOTES TO THE INTERIM REPORT

FOR THE PERIOD ENDED 30 JUNE 2012

GENERAL INFORMATION

The Company is a public listed company incorporated in Bermuda and its shares are listed on the London Stock Exchange. The addresses of the registered office and principal place of business of the Company are disclosed in the corporate information to the interim report.

ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)

In the current period, the Group has adopted all of the new and revised IFRSs issued by the International Accounting Standards Board (the “IASB”) and the International Financial Reporting Interpretations Committee (“IFRIC”) of the IASB that are relevant to its operations and effective for accounting periods beginning on or after 1 July 2011 and 1 January 2012. The adoption of these new and revised IFRSs has 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:

IFRS (Amendments)	Annual Improvements 2009-2011 Cycle4
IFRS 1 (Amendments)	Government Loans2
IFRS 7 (Amendments)	Disclosures - Offsetting Financial Assets and Financial Liabilities2
IFRS 7 and IFRS 9 (Amendments)	Mandatory Effective Date of IFRS 9 and Transition Disclosures4
IFRS 9	Financial Instruments4
IFRS 10	Consolidated Financial Statements2
IFRS 11	Joint Arrangements2
IFRS 12	Disclosure of Interests on Other Entities2
IFRS 13	Fair Value Measurement2
IAS 1 (Amendments)	Presentation of Items of Other Comprehensive Income1
IAS 19 (as revised in 2011)	Employee Benefits2
IAS 27 (as revised in 2011)	Separate Financial Statements2
IAS 28 (as revised in 2011)	Investments in Associates and Joint Ventures2
IAS 32 (Amendments)	Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities3
IFRIC 20	Stripping Costs in the Production Phase of a Surface Mine2

1Effective for annual periods beginning on or after 1 July 2012 2Effective for annual periods beginning on or after 1 January 2013 3Effective for annual periods beginning on or after 1 January 2014 4Effective for annual periods beginning on or after 1 January 2015

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 are consistent with those adopted in preparing the consolidated financial statements of the Group for the year ended 31 December 2011.

BASIS OF PREPARATION

The financial statements have been prepared in accordance with International Financial Reporting Standards. It has been prepared on a basis other than that of a going concern which includes, where appropriate, writing down the Group’s assets to net realizable value, as the Group no longer has a trading operation. Provision has also been made for any onerous contractual commitments at the end of the reporting period. The financial statements do not include any provision for the future costs of terminating the business of the Company except to the extent that such costs were committed at the end of the reporting period. Accordingly, all assets are classified as current assets.

The Group’s financial statements consolidate the financial statements of the Company and its subsidiaries undertakings included in the Group.

BUSINESS AND GEOGRAPHICAL SEGMENTS

No business and geographical segment analyses are presented for the periods ended 30 June 2012 and 30 June 2011 as the Group has only maintained a minimum operation during the period.

OTHER INCOME AND GAIN

	Unaudited				Audited
	Six months ended				Year ended
	30.6.2012		30.6.2011		31.12.2011
	US$’000		US$’000		US$’000
Sundry Income	-		-		13
Interest income	-		3		-
	-		3		13

INCOME TAX EXPENSE

No provision for taxation has been made as the Group did not generate any assessable profits for UK Corporation Tax, Hong Kong Profits Tax and tax in other jurisdictions.

LOSS PER SHARE

Calculation of loss per share was based on the following:
	Unaudited				Audited
	Six months ended				Year ended
	30.6.2012		30.6.2011		31.12.2011
Loss for the period/year	US$(94,000)		US$(140,000)		US$(276,000)
Weighted average number of shares in issue	13,367,290		13,367,290		13,367,290
Loss per share – basic and diluted	(0.7) cent		(1) cent		(2) cents

No diluted effect in loss per share as no diluting events existed during the periods/year.

SHARE CAPITAL

	US$
Authorised:
50,000,000,000 ordinary shares of US$0.001 each as at 30 June 2011,
31 December 2011 and 30 June 2012	50,000,000
Called up, issued and fully paid:
13,367,290 ordinary shares of US$0.001 each as at 30 June 2011,
31 December 2011 and 30 June 2012	13,367

RESERVES

	Contributed surplus		Foreign currency translation reserve		Special reserve		Accumulated losses
	US$’000		US$’000		US$’000		US$’000
Balance at 1 January 2011	9,646		-		625		(9,066 )
Loss for the period	-		-		-		(140 )
Balance at 1 July 2011	9,646		-		625		(9,206 )
Loss for the period	-		(5)		-		(136 )
Balance at 1 January 2012	9,646		(5)		625		(9,342 )
Loss for the period	-		(1)		-		(94 )
Balance at 30 June 2012	9,646		(6)		625		(9,436 )

INTERIM REPORT

The interim report will be sent to shareholders on or about 31 August 2012.

CORPORATE INFORMATION

Board of Directors

Non-Executive Chairman

Alastair GUNN-FORBES

Executive Directors

Henry Ying Chew CHEONG (Deputy Chairman)

Non-Executive Directors

Mark Chung FONG

Company Secretary

May Yim CHAN

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

HLB Hodgson Impey Cheng

Chartered Accountants, Certified Public Accountants

31st Floor, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong

Solicitors

Linklaters

One, Silk Street, London EC2Y 8HQ, England

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, JE2 3RT, Jersey, Channel Isands

United Kingdom Transfer Agent

Capita Registrars Limited

The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, UK

Investor Relations

For further information about Worldsec Limited, please contact:

Henry Ying Chew CHEONG

Executive Director

Worldsec Group

6th Floor, New Henry House, 10 Ice House Street, Central, Hong Kong