Worldsec Ltd.

Interim / Quarterly Report • Apr 30, 2014

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RNS Number : 9501F

Worldsec Ld

30 April 2014

Worldsec Limited

Preliminary Statement of Annual Results

Worldsec Limited is pleased to release today its preliminary statement of annual results for the year ended 31 December 2013.

The Chairman's Statement and extracts from the audited financial statements are reproduced below.

Investor Relations

For further information please contact:

In Hong Kong

Mr. Henry Ying Chew CHEONG

Executive Director and Deputy Chairman

+852 2971 4280

CHAIRMAN'S STATEMENT

RESULTS

The audited consolidated loss of Worldsec Limited (the "Company"), and its subsidiaries (together the "Group") for the financial year 2013 was US$273,000, compared with a loss of US$304,000 in 2012. Loss per share was US 1 cent (2012: US 2 cents). 

REVIEW

I am pleased to report that, with the shareholders' approval and support, the Company successfully completed its fund raising exercise in September 2013.

Through the open offer of 13,367,290 new shares to shareholders and the placing of 30,000,000 new shares to independent third-party investors at the issue price of US 10 cents per share, the Company has raised new equity capital of approximately US$4.3 million before expenses. As at 31 December 2013, the net assetsof the Group amounted to approximately US$4.2 million (2012: US$0.6 million),  equivalent to approximately US 8 cents per share.

As explained in the fund raising documents, the purpose of the fund raising was to facilitate the reactivation of the business activities of the Group in order to invest primarily in smaller unlisted businesses based mainly in Greater China and the South East Asian region with a view to participating and benefiting from the investment opportunities from these relatively fast growing economies. In this connection, the Company has:  

- appointed Messrs Ernest Chiu Shun She and Martyn Stuart Wells as executive and non-executive directors respectively to strengthen the Board;

- re-established the Audit Committeeand the Remuneration Committee;

- reviewed, and where appropriate, revised the Group's internal control procedures; and

- put in place an operational structure to conduct its new investment business activities.

These measures have repositioned the Group to pursue its investment strategy in accordance with the new investment policy approved by shareholders in connection with the fund raising exercise.

PROSPECTS

The Board has since the approval by shareholders of the new investment policy actively looked for investment opportunities. With theincrease in the Company's share capital, the strengthening of the Board with two additional directors, and a new operation structure, the Group is prepared to start a new chapter in its investment business activities. The Board, barring unforeseen circumstances and provided that suitable business propositions can be identified, aims to make two investments during the financial year 2014.

Alastair GUNN-FORBES

Non-Executive Chairman

30 April 2014

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER

COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2013                                                                     

				Year ended 31 December
	Notes		2013			2012
			US$'000			US$'000
Turnover			-			-
Finance costs			-			-
Staff costs	3		(45)			(16)
Other expenses			(228)			(288)
Loss before tax	4		(273)			(304)
Income tax expense	5		-			-
Loss for the year			(273)			(304)
Other comprehensive income, net of income tax
Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign    operations			2			1
Other comprehensive income for the year, net of income tax			2			1
Total comprehensive expense for the year			(271)			(303)
Loss attributable to :
Owners of the Company			(273)			(304)
Total comprehensive expense attributable to :
Owners of the Company			(271)			(303)
Loss per share - basic and diluted	6		(1)  cent			(2) cents

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 31 DECEMBER 2013                                              

		Notes	2013		2012
			US$'000		US$'000
Current assets
Cash and cash equivalents			4,702		909
Current liabilities
Other payables and accruals			(458)		(275)
Net assets			4,244		634
Capital and reserves
Share capital		7	57		13
Share premium			3,837		-
Contributed surplus			9,646		9,646
Foreign currency translation reserve Special reserve			(2)   625		(4) 625
Accumulated losses			(9,919)		(9,646)
Total equity			4,244		634

CONSOLIDATED STATEMENT OF changes in equity

FOR THE YEAR ENDED 31 DECEMBER 2013                                                                     

							Foreign
							currency
	Share		Share		Contributed		translation		Special		Accumulated
	capital		premium		surplus		reserve		reserve		losses		Total
	US$'000		US$'000		US$'000		US$'000		US$'000		US$'000		US$'000
Balance at 1 January 2012	13		-		9,646		(5)		625		(9,342)		937
Loss for the year Other comprehensive income for the year	- -		- -		- -		- 1		- -		(304) -		(304) 1
Total comprehensive  expense for the year	-		-		-		1		-		(304)		(303)
Balance at 31 December 2012 and 1 January 2013	13		-		9,646		(4)		625		(9,646)		634
Loss for the year	-		-		-		-		-		(273)		(273)
Other comprehensive income for the year	-		-		-		2		-		-		2
Total comprehensive expense for the year	-		-		-		2		-		(273)		(271)
Issue of new shares by way of placing	44		4,293		-		-		-		-		4,337
Transaction costs attributable to issue of new shares	-		(456)		-		-		-		-		(456)
Balance at 31 December 2013	57		3,837		9,646		(2)		625		(9,919)		4,244

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2013                                        

							Year ended 31 December
							2013		2012
							US$'000		US$'000
Cash flows from operating activities
Loss for the year							(273)		(304)
							(273)		(304)
Movements in working capital
Increase/(decrease) in other payables and accruals							183		(5)
Net cash used in operating activities							(90)		(309)
Cash flows from financing activities
Proceeds from issue of new shares							4,337		-
Payment for share issue costs							(456)		-
Net cash from financing activities							3,881		-
Net increase/(decrease) in cash and cash equivalents							3,791		(309)
Cash and cash equivalents at the beginning of the year							909		1,217
Effects of exchange rate changes							2		1
Cash and cash equivalents at the end of the year							4,702		909

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013                                        

1.      Application OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS ("IFRSs")

1.1     New and revised IFRSs applied with no material effect on the consolidated financial statements

The following new and revised IFRSs have been applied by the Group in the current year and have affected the presentation and disclosures set out in these consolidated financial statements. The application of these new and revised IFRSs has not had any material impact on the amounts reported for the current and prior years.

IFRSs (Amendments)                   Annual improvements to IFRSs 2009-2011 cycle except for

the amendments to IAS 1             

IAS 1 (Amendments)                  Presentation of Items of Other Comprehensive Income

IAS 19 (as revised in 2011)         Employee Benefits

IFRS 7 (Amendments)                Disclosures - Offsetting Financial Assets and Financial                 Liabilities

IFRS 10                                     Consolidated Financial Statements

IFRS 12                                     Disclosure of Interests on Other Entities

IFRS 13                                     Fair Value Measurement

Except as described below, the application of the above new and revised IFRSs in the current year has had no material impact on the Group's financial performance and positions for the current and prior years and/or on the disclosures set out in these consolidated financial statements.

Amendments to IAS 1 Presentation of Items of Other Comprehensive Income

The Group has applied the amendments to IAS 1 Presentation of Items of Other Comprehensive Income for the first time in the current year. The amendments introduce new terminology, whose use is not mandatory, for the statement of comprehensive income and income statement. Under the amendments to IAS 1, the 'statement of comprehensive income' is renamed as the 'statement of profit or loss and other comprehensive income'. The amendments to IAS 1 retain the option to present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements. However, the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other comprehensive section: (a) items that will not be reclassified subsequently to profit or loss and (b) items that may be reclassified subsequently to profit or loss when specific conditions are met. Income tax on items of other comprehensive income is required to be allocated on the same basis - the amendments do not change the option to present items of other comprehensive income either before tax or net of tax. The amendments have been applied retrospectively, and hence the presentation of items of other comprehensive income has been modified to reflect the changes. Other than the above mentioned presentation changes, the application of the amendments to IAS 1 does not result in any impact on profit or loss, other comprehensive income and total comprehensive income.

1.2   New and revised IFRSs in issue but not yet effective

The Group has not applied the following new and revised IFRSs that have been issued but are not yet effective:

IAS 16                                               Property, plant and equipment1

IAS 19                                               Employee Benefits1

IAS 24                                               Related Party Disclosures1

IAS 27                                               Separate Financial Statements2

IAS 32 (Amendments)                        Financial Instruments: Presentation - Offsetting

Financial Assets and Financial Liabilities2

IAS 36                                               Impairment of Assets2

IAS 38                                               Intangible Assets1

IAS 39                                               Financial Instruments: Recognition and Measurement2

IAS 40                                               Investment Property1

IFRS 2                                               Share-based Payment1

IFRS 3 (as revised in 2008)                 Business Combinations1

IFRS 8                                               Operating Segments1

IFRS 9                                               Financial Instruments3

IFRS 9 and IFRS 7                             Mandatory Effective Date of IFRS 9 and Transition

Disclosures3

IFRS 10, 12 and IAS 27                      Investment Entities2

2011 (Amendments)

IFRS 14                                             Regulatory Deferral Accounts4

IFRIC 21                                           Levies2

1 Effective for annual periods beginning on or after 1 July 2014

2 Effective for annual periods beginning on or after 1 January 2014

3 Effective for annual periods beginning on or after 1 January 2015

4 Effective for annual periods beginning on or after 1 January 2016

IFRS 9 issued in November 2009 introduced new requirements for the classification and measurement of financial assets. IFRS 9 was amended in October 2010 to include requirements for the classification and measurement of financial liabilities and for derecognition.

Key requirements of IFRS:

·     All recognized financial assets that are within the scope of IAS 39 Financial Instruments: Recognition and Measurement are required to be subsequently measured at amortized cost or fair value. Specifically, debt investments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of subsequent accounting periods. All other debt investments and equity investments are measured at their fair values at the end of subsequent accounting periods.

·     With regard to the measurement of financial liabilities designated as at fair value through profit or loss, IFRS 9 requires that the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is presented in other comprehensive income, unless the recognition of the effects of changes in the liability's credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value attributable to a financial liability's credit risk are not subsequently reclassified to profit or loss. Under IAS 39, the entire amount of the change in the fair value of the financial liability designated as at fair value through profit or loss is presented in profit or loss.

The directors anticipate that the application of IFRS 9 in the future may have a significant impact on amounts reported in respect of the Group's financial assets and financial liabilities. However, it is not practicable to provide a reasonable estimate of the effect of IFRS 9 until a detailed review has been completed.

2.      SEGMENT Information

No segment analysis is presented for the years ended 31 December 2013 and 2012 as the Group has only maintained a minimum operation during both years.

3.      STAFF COSTS

The aggregate cost of persons employed by the Group was as follows:

	Year ended 31 December
	2013		2012
	US$'000		US$'000
Wages and salaries	45		16
Directors' remuneration was as follows:
	Year ended 31 December
	2013		2012
	US$'000		US$'000
Fees	45		16
Other remuneration including
contributions to pension and provident fund	-		-
	45		16

4.      LOSS BEFORE TAX

Loss before tax has been arrived at after charging:

	Year ended 31 December
	2013		2012
	US$'000		US$'000
Auditors' remuneration	41		22
Net foreign exchange loss	1		-

5.      INCOME TAX EXPENSE

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

The tax charge for year 2013 and 2012 can be reconciled to the loss before tax per the consolidated statement of profit or loss and other comprehensive income as follows:

		Year ended 31 December
		2013		2012
		US$'000		US$'000
Loss before tax		273		304
Loss before tax calculated at 16.5% (2012:16.5%)		45		50
Tax effect of estimated tax losses not recognized		(45)		(50)
Tax charge for the year		-		-

No deferred tax had been recognized in the financial statements as the Group and the Company did not have material temporary difference arising between the tax bases of assets and liabilities and their carrying amounts as at 31 December 2013 and 2012.

6.       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.

		Year ended 31 December
		2013		2012
Loss for the year attributable to owners of the Company		US$273,000		US$304,000
Weighted average number of ordinary shares for the purposes of basic and diluted loss per share		27,387,400		13,367,290
Loss per share - basic and diluted		1 cent		2 cents

7.     SHARE CAPITAL

		2013		2012
		US$		US$
Authorized:
60,000,000,000 (2012: 50,000,000,000) ordinary shares of US$0.001 each		60,000,000		50,000,000
		Number of shares		Total value US$'000
At 1 January 2012, 31 December 2012 and 1 January 2013		50,000,000,000		50,000
Additions during the year (Note i)		10,000,000,000		10,000
At 31 December 2013		60,000,000,000		60,000
Called up, issued and fully paid:
56,734,580 (2012: 13,367,290) ordinary shares of US$0.001 each		56,735		13,367
		Number of shares		Total value US$'000
At 1 January 2012, 31 December 2012 and 1 January 2013		13,367,290		13,367
Issue of new shares by way of placing (Note ii)		30,000,000		30,000
Issue of new shares by way of open offer (Note iii)		13,367,290		13,368
At 31 December 2013		56,734,580		56,735

Notes:

(i)   Pursuant to the ordinary resolution passed on 30 August 2013, the authorized share capital of the Company was increased from US$50,000,000 divided into 50,000,000,000 ordinary shares of US$0.001 each to US$60,0000,000 divided into 60,000,000,000 ordinary shares of US$0.001 each by the creation of an additional 10,000,000,000 ordinary shares of US$0.001 each.

(ii)  In September 2013, the Company issued 30,000,000 ordinary shares of US$0.001 each in the share capital of the Company at a price of US$0.10 per share by way of placing to independent investors, giving rise to gross proceeds of US$3 million.

(iii) In September 2013, the Company issued 13,367,290 ordinary shares of US$0.001 each in the share capital of the Company at a price of US$0.10 per share by way of open offer on the basis of 1 new share for every 1 ordinary share held by qualifying shareholders, giving rise to gross proceeds of US$1.3 million.

This information is provided by RNS

The company news service from the London Stock Exchange

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