TIDMWSL
RNS Number : 7811N
Worldsec Ld
26 September 2019
WORLDSEC LIMITED
Interim Report for the six months ended 30 June 2019
Worldsec Limited
Interim Report for the six months ended 30 June 2019
The board (the "Board") of directors of Worldsec Limited (the
"Company") hereby submits the interim report on the Company and its
subsidiaries (collectively the "Group") for the six months ended 30
June 2019 (the "Interim Report").
For the period under review, the Group recorded a net loss of
US$220,000 (equivalent to a loss per share of 0.26 US cent) against
a net loss of US$558,000 (equivalent to a loss per share of 0.79 US
cent) for the corresponding six months in 2018. The decrease in the
loss was principally due to a decline in the negative change in the
fair value of financial assets that was recognised through the
profit and loss account under International Financial Reporting
Standard 9 ("IFRS 9").
During the period under review, the investment portfolio of the
Group comprised six investments:
ICBC Specialised Ship Leasing Investment Fund (the "ICBC Ship
Fund") - The Group's investment in the ICBC Ship Fund, which is
involved in marine vessel leasing, continued to provide a stable
return generating monthly dividends that amounted to a total of
US$48,000 during the six months ended 30 June 2019.
Offshore term loan issued by a subsidiary of Guangzhou R&F
Properties Co., Ltd (the "R&F Term Loan") - Guangzhou R&F
Properties Co., Ltd. is a Chinese property company listed on the
Main Board of the Stock Exchange of Hong Kong. As previously
mentioned in the Company's 2018 Annual Report, of the US$1 million
invested by the Group in the R&F Term Loan, 15% was repaid in
October 2018. The remaining 85% of the outstanding amount, which
was due for repayment on 15 October 2019 but was redeemed on 2
August 2019 under an early redemption clause, generated interest
income totaling US$36,000 during the six months ended 30 June
2019.
Agrios Global Holdings Ltd. ("Agrios") - Agrios, an investee
company of the Group listed on the Canadian Securities Exchange, is
the holding company of a data analytics driven agriculture
technology group that leases and manages property and equipment for
eco-sustainable agronomy and provides advisory services for
aeroponic cultivation to the cannabis industry. As the Agrios group
was at an early stage of development, it incurred a net loss of
US$4.6 million for the year ended 31 March 2019 and a material
uncertainty related to going concern opinion was issued by the
independent auditor of Agrios. Nonetheless, the Agrois group has
been generating from a client in the Washington State of the U.S.
quarterly rental, product and service fees in the region or in
excess of US1 million over the past several quarters. Furthermore,
Agrios has, through various convertible instruments with a
conversion price of between C$0.37 and C$0.50 per share, arranged a
credit facility of up to C$8.6 million and raised a total of C$2.3
million (including C$1.3 million under the credit facility) to fund
its operations. Meanwhile, the 65%-owned joint venture of the
Agrios group, Yunnan Hua Ma Biological Development Co. Ltd., has
successfully obtained an industrial hemp cultivation permit, an
import & export permit and a food trading permit in the Yunnan
Province in China and the first crop of hemp is expected to be
harvested for biotechnology research in October 2019.
ayondo Ltd. ("Ayondo") - Ayondo, an investee company of the
Group listed on the Catalist of the Singapore Exchange, is the
holding company of a financial technology group that focuses on
social trading activity. Faced with financial difficulty, the
Ayondo group proceeded with the restructuring as previously
announced. It completed on 5 June 2019 the disposal of ayondo
Markets Limited, a subsidiary with a brokerage business regulated
in the U.K., to one of its white label partners. This has
significantly reduced the liabilities, cost base and regulatory
capital requirements of the Ayondo group. Furthermore, as part of
its restructuring initiatives and to meet its financial needs, the
Ayondo group is also in the process of carrying out a fundraising
exercise. It has entered into a number of conditional agreements
involving the issue of three separate convertible notes (the
"Ayondo Convertible Notes") worth up to a total of S$9.9 million
with a conversion price of S$0.007 per share to Golden Nugget
Jinzhuan Limited ("Golden Nugget") and a Golden Nugget shareholder.
Golden Nugget, a strategic alliance partner of the Ayondo group,
operates a social investing platform via a network of social media
influencers and key opinion leaders and has a user base of more
than 3.5 million registered users. Following the disposal of ayondo
Markets Limited and upon the implementation of the fundraising
plan, the Ayondo group intends to focus on developing social
trading activity primarily in Asia through leveraging on its social
trading technology and intellectual property and in collaboration
with its Asian based business partners. Trading in the shares of
Ayondo remains suspended and the pre-suspension closing price of
the Ayondo shares on 29 January 2019 was S$0.048. Should the issue
of the Ayondo Convertible Notes, which is subject to, inter alia,
the approval of Ayondo shareholders, proceed to completion with a
conversion price of S$0.007 per share, further downward adjustment
to the fair value of the Group's investment in Ayondo may have to
be made in due course.
Velocity Mobile Limited ("Velocity") - Velocity, an unlisted
investee company of the Group, is the holding company of a
technology group that provides real-time lifestyle mobile
applications for premium consumers focusing in the areas of dining,
travel, experiences and luxury goods. Following the launch of
Velocity for Business, a white-label product designed for
enterprise customers, the financial performance of the Velocity
group continued to improve. It has secured three corporate clients,
including a world-renowned automobile manufacturer, which have been
generating revenue on the Velocity for Business platform. In
addition, multiple corporate contracts that are expected to bring
in tens of thousands of new users are also in the pipeline. To
cater for the expected growth, the Velocity group has invested
technology and human resources to upgrade its infrastructure and
has established a developer team to develop artificial
intelligence-based technology.
Oasis Education Group Limited ("Oasis Group") - Oasis Group is a
50% joint venture of the Group. The operating subsidiary of Oasis
Group, Oasis Education Consulting (Shenzhen) Company Limited ( ( )
, "Oasis Shenzhen"), continued to record steady performance. Under
the consulting and support services provided by Oasis Shenzhen, the
Huizhou Kindergarten, which is located in the Guangdong Province in
China, graduated 78 pupils in the summer of 2019. With a steady
track record, the Huizhou Kindergarten aims to further raise its
pupil enrolment. This could help improve the scale of operations of
the Huizhou Kindergarten although any such improvement is unlikely
to have a material impact on the financial performance of Oasis
Group in the near term.
Subsequent to 30 June 2019, the Group added one new investment
to its investment portfolio:
Beijing ByteDance Technology Co. Ltd. ("ByteDance") - In July
2019, shortly prior to receiving the repayment of US$850,000 from
the early redemption of the R&F Term Loan as mentioned above,
the Group invested US$1 million in the Unicorn Equity Investment
Portfolio Class D Shares of the Homaer Asset Management Master Fund
SPC, the sole investment of which is an equity interest in
ByteDance. Headquartered in Beijing, China, ByteDance is a
technology group operating machine learning-enabled content
platforms across cultures and geographies. It has a portfolio of
mobile applications that is available in over 150 markets and 75
languages and that includes Toutiao, Helo, TikTok, Douyin, News
Republic, Vigo Video, Huoshan, Xigua Video, TopBuzz, BuzzVideo and
FaceU. As of July 2019, Bytedance had daily active users exceeding
700 million and monthly active users of more than 1.5 billion
around the world.
Looking forward, the Group's investment in the ICBC Ship Fund
will continue to generate a stable stream of recurring income at a
favourable yield under the persistently low interest rate
environment. On the other hand, as most of the Group's investee
companies remain at an early development phase, they are not
expected in the foreseeable future to provide any meaningful
contribution to the results of the Group, except for any positive
or negative fair value change that may be recognised under IFRS 9.
Likewise, Oasis Group is also unlikely to have any meaningful
impact on the Group's bottom-line in the near term. The uncertain
outcome of Britain's exit from the European Union ("Brexit"), in
the meantime, should not directly affect the investing activity of
the Group, which focuses mainly on investing in the Greater China
and South East Asian region; but on a broader perspective, the
additional threat associated with the pervasive uncertainty
surrounding Brexit, on top of a slowing world economy that has been
disrupted and hampered by the drawn-out trade war between the U.S.
and China, would further complicate the investment climate and pose
increased challenges for the investment community at large.
By order of the Board
Alastair GUNN-FORBES
Non-Executive Chairman
26 September 2019
PRINCIPAL RISKS AND UNCERTAINTIES
The Group is exposed to a number of principal risks and
uncertainties that could materially and adversely affect its
performance for the remaining six months of the year ending 31
December 2019 and beyond. Such risks and uncertainties, the
directors believe, remain basically unchanged from those,
including, in particular, target market risk, operational risks and
financial risks, set out on pages 9 and 10 of the Company's 2018
Annual Report.
RESPONSIBILITY STATEMENT
The Board, comprising Alastair GUNN-FORBES, Henry Ying Chew
CHEONG, Ernest Chiu Shun SHE, Mark Chung FONG, Martyn Stuart WELLS
and Stephen Lister d'Anyers Willis, confirms to the best of its
knowledge and understanding that:
(a) the unaudited consolidated financial statements of the Group
for the six months ended 30 June 2019 have been prepared in
accordance with International Accounting Standard 34 and give a
true and fair view of its assets, liabilities and financial
position at that date and its net loss for the period then ended;
and
(b) the Interim Report includes a fair review of the
information, such as important events and related party transaction
that took place during the six months ended 30 June 2019, that is
required by Disclosure Guidance and Transparency Rules 4.2.7R and
4.2.8R.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
FOR THE SIX MONTHSED 30 JUNE 2019
Unaudited
Six months ended
Notes 30.6.2019 30.6.2018
US$'000 US$'000
Revenue 4 84 48
Other income and losses 5 (25) (351)
Staff costs 7 (140) (127)
Other expenses (131) (123)
Finance costs 8 (3) -
Share of losses of a joint venture (5) (5)
)
)
-------------- --------------
Loss before income tax expense (220) (558)
Income tax expense 9 - -
-------------- --------------
Loss for the period (220) (558)
============== ==============
Other comprehensive income, net of income tax
Exchange differences on translating foreign operations - -
Other comprehensive loss for the period,
net of income tax - -
-------------- --------------
Total comprehensive loss for the period (220) (558)
============== ==============
Loss for the period attributable to:
Owners of the Company (220) (558)
============== ==============
Total comprehensive loss for the period attributable to:
Owners of the Company (220) (558)
============== ==============
Loss per share - basic and diluted 10 US(0.26) cent US(0.79) cent
============== ==============
The accompanying notes form an integral part of these interim
financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 30 JUNE 2019
Unaudited Audited
As at As at
Notes 30.6.2019 31.12.2018
US$'000 US$'000
Non-current assets
Property, plant and equipment - -
Right-of-use assets 97 -
Interest in a joint venture 101 106
Financial assets at fair value through profit or loss 1,623 1,649
1,821 1,755
---------- -----------
Current assets
Other receivables 8 8
Deposits and prepayments 29 30
Other financial assets at amortised cost 850 850
Amount due from a joint venture 257 257
Cash and cash equivalents 2,348 2,607
---------- -----------
3,492 3,752
---------- -----------
Current liabilities
Other payables and accruals 52 138
Lease liabilities 79 -
---------- -----------
131 138
---------- -----------
Net current assets 3,361 3,614
---------- -----------
Non-current liabilities
Lease liabilities 20 -
---------- -----------
Net assets 5,162 5,369
========== ===========
Capital and reserves
Share capital 11 85 85
Reserves 5,077 5,284
---------- -----------
Total equity 5,162 5,369
========== ===========
The accompanying notes form an integral part of these interim
financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHSED 30 JUNE 2019
Foreign
Contri- Share currency Accumu-
Share Share buted option translation Special lated
capital premium surplus reserve reserve reserve losses Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance as
at 1 January
2018 57 3,837 9,646 206 (11) 625 (11,708) 2,652
Loss and total
comprehensive
loss for the
period - - - - - - (558) (558)
Issue of new
shares by
way of open
offer 28 4,227 - - - - - 4,255
Transaction
costs attributable
to issue of
new shares - (540) - - - - - (540)
------- ------- ------- ------- ----------- ------- -------- -------
Balance as
at 30 June
2018 (Unaudited) 85 7,524 9,646 206 (11) 625 (12,266) 5,809
======= ======= ======= ======= =========== ======= ======== =======
Balance as
at 1 January
2019 85 7,524 9,646 206 (30) 625 (12,687) 5,369
Loss and total
comprehensive
loss for the
period (220) (220)
Recognition
of share-based
payments - - - 13 - - - 13
---- ------- ------- --- ---- --- -------- -----
Balance as
at 30 June
2019 (Unaudited) 85 7,524 9,646 219 (30) 625 (12,907) 5,162
==== ======= ======= === ==== === ======== =====
The accompanying notes form an integral part of these interim
financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHSED 30 JUNE 2019
Unaudited
Six months ended
30.6.2019 30.6.2018
US$'000 US$'000
Cash flow from operating activities
Loss for the period (220) (588)
Adjustments for:
Bank interest income (1) -
Depreciation of right-of-use assets 39 -
Share-based payment expenses 13 -
Interest expense 3 -
5 5
Share of losses of a joint venture
Change in fair value of financial assets at fair value through profit or loss 26 351
---------- ----------
Operating loss before working capital changes (135) (202)
Decrease in deposits and prepayments 1 1
Decrease in other payables and accruals (86) (110)
---------- ----------
Net cash used in operating activities (220) (311)
---------- ----------
Cash flow from investing activities
Purchase of financial assets at fair value through profit or loss - (249)
Investment in other financial assets at amortised cost - (1,000)
Bank interest income received 1 -
---------- ----------
Net cash from/(used in) investing activities 1 (1,249)
---------- ----------
Cash flow from financing activities
Proceeds from issue of new shares - 4,255
Payment for share issue costs - (334)
Repayment of principal portion of lease liabilities (37) -
Interest paid (3) -
---------- ----------
Net cash (used in)/from financing activities (40) 3,921
---------- ----------
Net (decrease)/increase in cash and cash equivalents (259) 2,361
Cash and cash equivalents at beginning of the period 2,607 260
Effects of exchange rate changes - -
Cash and cash equivalents at end of the period
Cash and bank balances 2,348 2,621
========== ==========
The accompanying notes form an integral part of these interim
financial statements.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2019
1. GENERAL INFORMATION
The Company is an exempted company incorporated in Bermuda and
has a premium listing on the Main Market of the London Stock
Exchange. The addresses of the registered office and principal
place of business of the Company are disclosed in the corporate
information in the Interim Report.
2. BASIS OF PREPARATION
This unaudited consolidated financial statements of the Company
and its subsidiaries (the "Group") for the six months ended 30 June
2019 (the "Interim Financial Statements") have been prepared in
accordance with International Accounting Standard 34 ("IAS 34")
issued by the International Accounting Standards Board
("IASB").
The Interim Financial Statements do not include all of the
information required in annual financial statements in accordance
with International Financial Reporting Standards ("IFRS"),
International Accounting Standards ("IAS"), Interpretations adopted
by the European Union ("EU"), Interpretations adopted by the
International Financial Reporting Interpretations Committee
("IFRIC") and Interpretations adopted by the Standing
Interpretations Committee ("SIC") (collectively referred to as the
"IFRSs"), and should be read in conjunction with the annual
financial statements of the Group for the year ended 31 December
2018. The Interim Financial Statements are neither audited nor
reviewed by the Group's auditor.
Save as described in note 3 "Adoption of new and revised IFRSs",
which are effective for the Group's financial year beginning on 1
January 2019, the accounting policies adopted in the Interim
Financial Statements are consistent with those used in the
preparation of the Group's annual financial statements for the year
ended 31 December 2018.
The Interim Financial Statements have been prepared on a going
concern basis using the historical cost conversion except for
certain financial instruments, which are stated at fair value, as
appropriate.
The preparation of the Interim Financial Statements in
conformity with IAS 34 requires management to make judgments,
estimates and assumptions that affect the application of accounting
policies and reported amounts of assets, liabilities, income and
expenses on a year to date basis. Actual results may differ from
these estimates.
3. ADOPTION OF NEW AND REVISED IFRSs
In the current interim period, the Group had applied, for the
first time, the following new or revised IFRSs that are relevant
for the preparation of the Interim Financial Statements:
Annual improvements Amendments to IFRS 3, Business Combinations
to IFRSs 2015-2017
Cycle Amendments to IAS 12, Income Taxes
Annual improvements
to IFRSs 2015-2017
Cycle
Annual improvements Amendments to IAS 23, Borrowing Costs
to IFRSs
2015-2017 Cycle
IFRS 16 Leases
Amendments to IAS Plan Amendment, Curtailment or Settlement
19 Long-term Interests in Associates and
Amendments to IAS Joint Ventures
28 Prepayment Features with Negative Compensation
Amendments to IFRS Uncertainty over Income Tax Treatments
9
IFRIC 23
The application of the above new or revised IFRSs in the current
interim period had no material effect on the amounts reported in
these Interim Financial Statements and/or disclosures set out in
these Interim Financial Statements except for IFRS 16. Details of
the changes in the Group's accounting policies are discussed
below.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2019
3. ADOPTION OF NEW AND REVISED IFRSs (CONTINUED)
IFRS 16
(i) Impact of the adoption of IFRS 16
IFRS 16 brings significant changes in accounting treatment for
lease accounting, primarily for accounting for lessees. It replaces
IAS 17 "Leases", IFRIC-Int 4 "Determining whether an Arrangement
contains a Lease", SIC-Int 15 "Operating Leases-Incentives" and
SIC-Int 27 "Evaluating the Substance of Transactions Involving the
Legal Form of a Lease". From a lessee's perspective, almost all
leases are recognised in the statement of financial position as a
right-of-use assets and a lease liabilities, with the narrow
exception to this principle for leases for which the underlying
assets are of low-value or are determined as short-term leases.
From a lessor's perspective, the accounting treatment is
substantially unchanged from IAS 17. For details of IFRS 16
regarding its new definition of a lease, its impact on the Group's
accounting policies and the transition method adopted by the Group
as allowed under IFRS 16, please refer to section (ii) to (iv) of
this note.
The Group had applied IFRS 16 using the cumulative effect
approach and recognised all the cumulative effect of initially
applying IFRS 16 as an adjustment to the opening balance of
accumulated losses at the date of initial application. The
comparative information presented in 2018 had not been restated and
continues to be reported under IAS 17 and related interpretations
as allowed by the transition provision in IFRS 16.
The following table summarises the impact of transition to IFRS
16 on the consolidated statement of financial position of the Group
as of 31 December 2018 to that of 1 January 2019 as follows:
Consolidated statement of financial position US$'000
as at 1 January 2019
Right-of-use assets 137
========
Lease liabilities (non-current) 60
========
Lease liabilities (current) 77
========
(ii) The new definition of a lease
Under IFRS 16, a lease is defined as a contract, or part of a
contract, that conveys the right to use an asset (the underlying
asset) for a period of time in exchange for consideration. A
contract conveys the right to control the use of an identified
asset for a period of time when the customer, throughout the period
of use, has both: (a) the right to obtain substantially all of the
economic benefits from use of the identified asset and (b) the
right to direct the use of the identified asset.
For a contract that contains a lease component and one or more
additional lease or non-lease components, a lessee shall allocate
the consideration in the contract to each lease component on the
basis of the relative stand-alone price of the lease component and
the aggregate stand-alone price of the non-lease components, unless
the lessee apply the practical expedient which allows the lessee to
elect, by class of underlying asset, not to separate non-lease
components from lease components, and instead account for each
lease component and any associated non-lease components as a single
lease component.
The Group has elected not to separate non-lease components and
account for all each lease component and any associated non-lease
components as a single lease component for all leases.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2019
3. ADOPTION OF NEW AND REVISED IFRSs (CONTINUED)
IFRS 16 (Continued)
(iii) Accounting as a lessee
Under IAS 17, a lessee has to classify a lease as an operating
lease or a finance lease based on the extent to which risks and
rewards incidental to ownership of a lease asset lie with the
lessor or the lessee. If a lease is determined as an operating
lease, the lessee would recognise the lease payments under the
operating lease as an expense over the lease term. The asset under
the lease would not be recognised in the statement of financial
position of the lessee.
Under IFRS 16, all leases (irrespective of they are operating
leases or finance leases) are required to be capitalised in the
statement of financial position as right-of-use assets and lease
liabilities, but IFRS 16 provides accounting policy choices for an
entity to choose not to capitalise (i) leases which are short-term
leases and/or (ii) leases for which the underlying asset is of
low-value. The Group has elected not to recognise right-of-use
assets and lease liabilities for low-value assets and leases for
which at the commencement date have a lease term of less than 12
months. The lease payments associated with those leases have been
expensed on a straight-line basis over the lease term.
The Group recognises a right-of-use asset and a lease liability
at the commencement date of a lease.
Right-of-use asset
The right-of-use asset should be recognised at cost and would
comprise: (i) the amount of the initial measurement of the lease
liability (see below for the accounting policy to account for lease
liability); (ii) any lease payments made at or before the
commencement date, less any lease incentives received; (iii) any
initial direct costs incurred by the lessee and (iv) an estimate of
costs to be incurred by the lessee in dismantling and removing the
underlying asset to the condition required by the terms and
conditions of the lease, unless those costs are incurred to produce
inventories. The Group measures the right-of-use assets applying a
cost model. Under the cost model, the Group measures the
right-to-use at cost, less any accumulated depreciation and any
impairment losses, and adjusted for any remeasurement of lease
liability.
Lease liability
The lease liability should be recognised at the present value of
the lease payments that are not paid at the date of commencement of
the lease. The lease payments shall be discounted using the
interest rate implicit in the lease, if that rate can be readily
determined. If that rate cannot be readily determined, the Group
shall use the Group's incremental borrowing rate.
The following payments for the right-to-use the underlying asset
during the lease term that are not paid at the commencement date of
the lease are considered to be lease payments: (i) fixed payments
less any lease incentives receivable: (ii) variable lease payments
that depend on an index or a rate, initially measured using the
index or rate as at commencement date; (iii) amounts expected to be
payable by the lessee under residual value guarantees; (iv) the
exercise price of a purchase option if the lessee is reasonably
certain to exercise that option and (v) payments of penalties for
terminating the lease, if the lease term reflects the lessee
exercising an option to terminate the lease.
Subsequent to the commencement date, a lessee shall measure the
lease liability by: (i) increasing the carrying amount to reflect
interest on the lease liability; (ii) reducing the carrying amount
to reflect the lease payments made; and iii) remeasuring the
carrying amount to reflect any reassessment or lease modifications,
e.g., a change in future lease payments arising from change in an
index or rate, a change in the lease term, a change in the in
substance fixed lease payments or a change in assessment to
purchase the underlying asset.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2019
3. ADOPTION OF NEW AND REVISED IFRSs (CONTINUED)
IFRS 16 (Continued)
(iv) Transition
As mentioned above, the Group had applied IFRS 16 using the
cumulative effect approach and recognised all the cumulative effect
of initially applying IFRS 16 as an adjustment to the opening
balance of accumulated losses at the date of initial application
(i.e. 1 January 2019). The comparative information presented in
2018 had not been restated and continues to be reported under IAS
17 and related interpretations as allowed by the transition
provision in IFRS 16.
The Group had recognised the lease liabilities at the date of 1
January 2019 for leases previously classified as operating leases
under IAS 17 and measured those lease liabilities at the present
value of the remaining lease payments, discounted using the
lessee's incremental borrowing rate at 1 January 2019.
The Group had elected to recognise the right-of-use assets at
the date of 1 January 2019 for leases previously classified as
operating leases under IAS 17 as if IFRS 16 had been applied since
the commencement date, but discounted using the lessee's
incremental borrowing rate at 1 January 2019. For these
right-of-use assets, the Group had applied IAS 36 "Impairment of
Assets" at 1 January 2019 to assess if there was any impairment as
on that date.
The Group had also applied the following practical expedients:
(i) excluded the initial direct costs from the measurement of the
right-of-use assets at 1 January 2019 and (ii) used hindsight in
determining the lease terms if the contracts contained options to
extend or terminate the leases.
In addition, the Group had also applied the practical expedients
such that: (i) IFRS 16 was applied to contracts that were
previously identified as leases under IAS 17 and IFRIC-Int 4
"Determining whether an Arrangement contains a Lease" and (ii) IFRS
16 was not applied to contracts that were not previously identified
as containing a lease under IAS 17 and IFRIC-Int4.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2019
4. REVENUE
The Group's revenue represents dividend income from financial
assets at fair value through profit or loss and interest income
from other financial assets at amortised cost for the periods ended
30 June 2019 and 2018. An analysis of the Group's revenue from
principal activities is as follows:
Unaudited
Six months ended
30.6.2019 30.6.2018
US$'000 US$'000
Dividend income from financial assets
at fair value through profit or loss 48 48
Interest income from other financial 36 -
assets at amortised cost
---------- ----------
84 48
========== ==========
5. OTHER INCOME AND LOSSES
Unaudited
Six months ended
30.6.2019 30.6.2018
US$'000 US$'000
Bank interest income 1 -
Change in fair value of financial
assets at fair value through profit
or loss (26) (351)
---------- ----------
(25) (351)
========== ==========
6. BUSINESS AND GEOGRAPHICAL SEGMENTS
No business and geographical segment analyses are presented for
the periods ended 30 June 2019 and 2018 as the major operations and
revenue of the Group arose from Hong Kong. The Board considers that
most of the non-current assets (other than the financial
instruments) of the Group were located in Hong Kong.
7. STAFF COSTS
The aggregate staff costs (including directors' remuneration)
of the Group were as follows:
Unaudited
Six months ended
30.6.2019 30.6.2018
US$'000 US$'000
Wage and salaries 124 124
Contribution to pension and provident
fund 3 3
Share-based payments (note 13) 13 -
---------- ----------
140 127
========== ==========
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2019
7. STAFF COSTS (CONTINUED)
Key management personnel of the Company are the directors
only.
The directors' remuneration was as
follows:
Unaudited
Six months ended
30.6.2019 30.6.2018
US$'000 US$'000
Directors' fees 33 33
Share-based payments (note 13) 11 -
Other remuneration including contribution
to pension and provident fund - -
44 33
========== ==========
8. FINANCE COSTS
Unaudited
Six months ended
30.6.2019 30.6.2018
US$'000 US$'000
Interest on lease liabilities 3 -
========== ==========
9. INCOME TAX EXPENSE
No provision for taxation had been made as the Group did not
generate any assessable profits for United Kingdom Corporation Tax,
Hong Kong Profits Tax and tax in other jurisdictions.
10. 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.
Unaudited
Six months ended
30.6.2019 30.6.2018
US$'000 US$'000
Loss for the period attributable to
owners of the
Company (220) (558)
================= =============
Weighted average number of ordinary
shares for the purposes of
basic and diluted loss per share 85,101,870 70,526,411
================= =============
Loss per share - basic and diluted US(0.26) US(0.79)
cent cent
================= =============
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2019
10. LOSS PER SHARE (CONTINUTED)
Diluted loss per share was the same as basic loss per share for
the six months ended 30 June 2019 and 2018 as the impact of the
potential dilutive ordinary shares outstanding had an anti-dilutive
effect on the basic loss per share presented for the six months
ended 30 June 2019 and 2018.
11. SHARE CAPITAL
Number of Total value
shares US$'000
Authorised:
Ordinary shares of US$0.001 each
At 1 January 2018, 31 December 2018,
1 January 2019 and
30 June 2019 60,000,000,000 60,000
================= ============
Unaudited Audited
As at As at
Called up, issued and fully paid: 30.6.2019 31.12.18
US$ US$
85,101,870 (2018: 85,101,870)
ordinary shares of US$0.001 each 85,102 85,102
----------------- ------------
Number of Total value
shares US$
At 1 January 2018 56,734,580 56,735
Issue of new shares by way of open
offer (note) 28,367,290 28,367
----------------- ------------
At 31 December 2018, and 1 January
2019 and 30 June 2019 85,101,870 85,102
================= ============
Note:
In April 2018, the Company issued 28,367,290 ordinary shares of
US$0.001 each in the share capital of the Company at a price of
US$0.15 per share by way of open offer on the basis of 1 new share
for every 2 ordinary share held by qualifying shareholders, giving
rise to gross proceeds of US$4.3 million.
12. RELATED PARTY TRANSACTIONS
Other than the compensation of key management personnel
disclosed below, the Group did not have any related party
transactions during the six months ended 30 June 2019 and 2018.
Compensation of key management personnel
The remuneration of directors is set out in note 7 to the
Interim Financial Statements.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 JUNE 2019
13. SHARE-BASED PAYMENTS
The Company operates an equity-settled share-based remuneration
schemes for the employees and directors.
On 29 May 2019, the Company granted to certain eligible persons
a total of 2,050,000 share options to subscribe for ordinary shares
of US$0.001 each in the share capital of the Company under the
Worldsec Employee Share Option Scheme 1997 (the "Scheme") which was
revised on 24 September 2014. The share options vested six months
from the date of grant and were then exercisable within a period of
10 years.
The following table discloses the movement of the outstanding
share options under the Scheme during the period ended 30 June
2019.
Number of options
---------------------------------------------------------------------------------------
Balance Exercised Lapsed Balance Exercise
at 1 Granted during Forfeited during at 30 price
Exercisable January during the during the June per share
Grantee period 2019 the period period the period period 2019 (US$)
----------- -------------- ---------- ------------ ---------- ------------ -------- ---------- -----------
29 November
2019 to
28 May
Directors 2029 - 1,750,000 - - - 1,750,000 0.034
1 June
2016 to
30 November
2025 2,500,000 - - - - 2,500,000 0.122
29 November
2019 to
28 May
Employees 2029 - 300,000 - - - 300,000 0.034
1 June
2016 to
30 November
2025 450,000 - - - - 450,000 0.122
---------- ------------ ---------- ------------ -------- ----------
2,950,000 2,050,000 - - - 5,000,000
========== ============ ========== ============ ======== ==========
The fair value of the share options granted during the period
ended 30 June 2019 was determined at the grant date to be
US$77,000.
The share-based payment expenses of US$13,000 were charged to
the profit or loss account of the Group during the period ended 30
June 2019.
No share option was exercised during the period ended 30 June
2019.
14. CONTINGENT LIABILITIES
The Group had no material contingent liabilities at 30 June 2019
(31 December 2018: nil).
15. INTERIM REPORT
The Interim Report was approved and authorised for issue by the
Board on 26 September 2019.
CORPORATE INFORMATION
Board of Directors
Non-Executive Chairman
Alastair GUNN-FORBES*
Executive Directors
Henry Ying Chew CHEONG (Deputy Chairman)
Ernest Chiu Shun SHE
Non-Executive Directors
Mark Chung FONG*
Martyn Stuart WELLS*
Stephen Lister d'Anyers Willis* (appointed on 3 June 2019)
* independent
Company Secretary
Vistra Company Secretaries Limited
First Floor, Templeback, 10 Temple Back, Bristol BS1 6FL, United
Kingdom
Assistant Company Secretary
Estera Services (Bermuda) Limited
Victoria Place, 5(th) Floor, 31 Victoria Street, Hamilton HM10,
Bermuda
Registered Office Address
Victoria Place, 5(th) Floor, 31 Victoria Street, Hamilton HM10,
Bermuda
Registration Number
EC21466 Bermuda
Principal Banker
The Hongkong and Shanghai Banking Corporation Limited
1 Queen's Road, Central, Hong Kong
External Auditor
BDO Limited
25(th) Floor, Wing On Centre, 111 Connaught Road Central, Hong
Kong
Principal Share Registrar and Transfer Office
Estera Management (Bermuda) Ltd.
Victoria Place, 5(th) Floor, 31 Victoria Street, Hamilton HM10,
Bermuda
International Branch Registrar
Link Market Services (Jersey) Limited
12 Castle Street, St Helier, Jersey, JE2 3RT, Channel
Islands
United Kingdom Transfer Agent
Link Asset Services
The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU,
United Kingdom
Investor Relations
For further information about Worldsec Limited, please
contact:
Henry Ying Chew CHEONG
Executive Director
Worldsec Group
Unit 607, 6th Floor, FWD Financial Centre, 308 Des Voeux Road
Street, Central, Sheung Wan, Hong Kong
enquiry@worldsec.com
Company's Website
http://www.worldsec.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR MMGZLLVLGLZG
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September 26, 2019 05:23 ET (09:23 GMT)
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