TIDMWSL
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$'000
Current assets
Cash and cash equivalents 4,702 909
Current liabilities
Other payables and accruals (458) (275)
------- -------
Net assets 4,244 634
======= =======
Capital and reserves
Share capital 7 57 13
Share premium 3,837 -
Contributed surplus 9,646 9,646
Foreign currency translation
reserve (2) (4)
Special reserve 625 625
Accumulated losses (9,919) (9,646)
------- -------
Total equity 4,244 634
======= =======
CONSOLIDATED STATEMENT OF changes in equity
FOR THE YEAR ENDED 31 DECEMBER 2013
Foreign
currency
Share Share Contributed translation Special Accumulated
capital premium surplus reserve reserve losses Total
US$'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 - - - - - (304) (304)
Other comprehensive
income for the
year - - - 1 - - 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 BenefitsIFRS 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 equipment(1)
IAS 19 Employee Benefits(1)
IAS 24 Related Party Disclosures(1)
IAS 27 Separate Financial Statements(2)
IAS 32 (Amendments) Financial Instruments: Presentation - Offsetting
Financial Assets and Financial Liabilities(2)
IAS 36 Impairment of Assets(2)
IAS 38 Intangible Assets(1)
IAS 39 Financial Instruments: Recognition and Measurement(2)
IAS 40 Investment Property(1)
IFRS 2 Share-based Payment(1)
IFRS 3 (as revised in 2008) Business Combinations(1)
IFRS 8 Operating Segments(1)
IFRS 9 Financial Instruments(3)
IFRS 9 and IFRS 7 Mandatory Effective Date of IFRS 9 and Transition
Disclosures(3)
IFRS 10, 12 and IAS 27 Investment Entities(2)
2011 (Amendments)
IFRS 14 Regulatory Deferral Accounts(4)
IFRIC 21 Levies(2)
(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 US$273,000 US$304,000
to owners of the Company
=========== ===========
Weighted average number of ordinary
shares for the purposes of basic
and diluted loss per share 27,387,400 13,367,290
=========== ===========
Loss per share - basic and diluted 1 cent 2 cents
=========== ===========
7. SHARE CAPITAL
2013 2012
US$ US$
Authorized:
60,000,000,000 (2012: 50,000,000,000)
ordinary shares of US$0.001 each 60,000,000 50,000,000
================= =============
Number of Total value
shares US$'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$0.001 each 56,735 13,367
================= =============
Number of Total value
shares US$'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
END
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