RNS Number:3642D
Worldsec Ld
27 September 2004
Worldsec Limited
Interim Report for the six months ended 30 June 2004
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 2004 (the "Period").
As the Group has effectively ceased business and is only maintaining a minimum
operation so as to liquidate its remaining assets as efficiently and as
expeditiously as possible, the operating results of the Group are not
particularly meaningful. The Group recorded a profit of US$390,000 for the
Period as compared to a loss of US$646,000 in the corresponding six months of
2003 due largely to a sharp reduction in staff and other operating costs, a gain
on disposal of investments and further recovery of doubtful receivables which
had previously been provided. During the Period, the Group completed the sale
of Worldsec Brokerage Limited and liquidated its listed investment in Taiwan as
well as certain other investments and assets.
On 28 April 2004, the Company made a second distribution of US 70 cents per
share to shareholders, which together with the initial distribution last year of
US 45 cents per share, amounted to a total distribution of US$1.15 per share.
These two distributions totalling US$15,372,383 represent the bulk of the assets
of the Group, which at the start of the liquidation had been estimated at
US$1.15 per share.
The unaudited accounts show the net assets of the Group amount to US$2,472,000.
These assets comprise debtors in the course of collection, a brokerage trading
right and a small office property in the Philippines and cash. There is no
certainty that these remaining assets will be sold at or above book value nor
about the exact timing of their realization into cash. However, every effort
will be made to realize the remaining assets as soon as practicable and it is
expected that the liquidation of the Group and the payment of a final
distribution to shareholders can be completed within the next six months.
By order of the Board
Paul Kwok Kin Cheng
Chief Operating Officer
and Finance Director
27 September 2004
CONSOLIDATED PROFIT AND LOSS ACCOUNT
Unaudited Audited
Six months ended Year ended
Notes 30.6.2004 30.6.2003 31.12.2003
US$'000 US$'000 US$'000
Turnover 3 11 62 197
Fees and commission payable - (69) (216)
11 (7) (19)
Gain on disposal of investments 602 - 288
Unrealised gain on investments - 105 1,237
Recovery of doubtful receivables 203 - 1,391
Other operating income 94 77 159
910 175 3,056
Staff costs (211) (415) (641)
Impairment losses - - (89)
Other operating costs (355) (431) (815)
Operating profit (loss) 3 344 (671) 1,511
Interest receivable and similar
income 15 40 55
Interest payable and similar charges (5) (1) (13)
Profit (Loss) on disposal of
subsidiaries and research materials 36 (14) (14)
Profit (Loss) on ordinary activities
before taxation 390 (646) 1,539
Tax on loss on ordinary activities 4 - - (2)
Profit (Loss) for the financial
period/year 5 390 (646) 1,537
Profit (Loss) per share 5 3 cents (5) cents 11 cents
Distributions 10
First distribution - - 6,015
Second distribution 9,357 - -
9,357 - 6,015
The results above relate entirely to discontinued operations.
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
Unaudited Audited
Six months ended Year ended
30.6.2004 30.6.2003 31.12.2003
US$'000 US$'000 US$'000
Profit (Loss) for the period/year 390 (646) 1,537
Currency translation differences (67) 54 (37)
Total recognised gains/(losses) 323 (592) 1,500
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
Unaudited Audited
Six months ended Year ended
30.6.2004 30.6.2003 31.12.2003
US$'000 US$'000 US$'000
Profit (Loss) for the period/year 390 (646) 1,537
Other recognised (losses)/gains relating to
the period/year (67) 54 (37)
Net change in shareholders' funds during the
period/year 323 (592) 1,500
Distribution out of contributed surplus (9,357) - (6,015)
Shareholders' funds brought forward 11,506 16,021 16,021
Shareholders' funds carried forward 2,472 15,429 11,506
CONSOLIDATED BALANCE SHEET
Unaudited Audited
Notes 30.6.2004 30.6.2003 31.12.2003
US$'000 US$'000 US$'000
Current assets
Investments 6 448 3,148 3,672
Debtors 1,337 4,026 3,266
Bank deposits and cash 7 1,429 11,463 7,001
3,214 18,637 13,939
Creditors: Amounts falling due 8
within one year (742) (3,208) (2,433)
Net current assets 2,472 15,429 11,506
Provisions for liabilities and
charges - - -
Net assets 2,472 15,429 11,506
Capital and reserves
Called up share capital 9 13 13,367 13
Reserves 2,459 2,062 11,493
Equity shareholders' funds 2,472 15,429 11,506
CONSOLIDATED CASH FLOW STATEMENT
Unaudited Audited
Six months ended Year ended
30.6.2004 30.6.2003 31.12.2003
US$'000 US$'000 US$'000
Net cash (outflow) inflow from operating
activities (Note 11) (318) (61) 3,416
Returns on investments and servicing of
finance
Interest received from banks 15 40 55
Interest paid on bank loans and overdrafts (5) (1) (13)
Net cash inflow from returns on investments
and servicing of finance 10 39 42
Tax refunded - 69 99
Capital expenditure and financial investment
Sale of Shanghai Stock Exchange membership - - 75
Sale of investments 3,683 - -
Net cash inflow from capital expenditure and
financial investment 3,683 - 75
Acquisition and disposal
Net cash inflow / (outflow) from disposal of
subsidiaries 410 (14) (14)
Net cash inflow / (outflow) from acquisition
and disposal 410 (14) (14)
Equity dividend paid
Dividend paid (9,357) - (6,015)
Net cash (outflow) / inflow before use of
liquid resources and financing (5,572) 33 (2,397)
Management of liquid resources
Decrease/(increase) in time deposits of
maturity exceeding 1 day 4,599 151 (4,975)
(Decrease)increase in cash (Note 12) (973) 184 (7,372)
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 Accounting policies
The Group disposed certain assets on 1 October 2002 which resulted in the
Group's withdrawal from broking, research and corporate finance activities which
have in the past provided the bulk of the revenue generating activities. The
directors have since been realising the remaining assets into cash and
distributing the cash to shareholders.
For the reasons stated above, 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.
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 balance sheet date. Accordingly, all assets are
classified as current assets.
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 2003.
NOTES TO THE INTERIM REPORT (CONTINUED)
3 ANALYSIS OF TURNOVER, OPERATING PROFIT (LOSS) AND NET ASSETS
Unaudited Audited
Six months ended Year ended
30.6.2004 30.6.2003 31.12.2003
US$'000 US$'000 US$'000
Turnover analysed by class of business
Broking and related services 11 62 197
Corporate finance - - -
11 62 197
Geographical analysis of turnover
Hong Kong 11 62 197
11 62 197
The operating profit / (loss) attributed to
the different classes of the Group's business
is as follows:
Broking and related services 344 (668) 1,511
Corporate finance - (3) -
344 (671) 1,511
During the year, the operating profit of the Group was derived from the
Group's operations based in Hong Kong and the net assets of the Group were
related to broking activities and were substantially situated in Hong Kong.
NOTES TO THE INTERIM REPORT (CONTINUED)
4 TAX
Unaudited Audited
Six months ended Year ended
30.6.2004 30.6.2003 31.12.2003
US$'000 US$'000 US$'000
The (charge)/credit comprises:
UK Corporation Tax at 30% - current year - - -
Hong Kong Profits Tax at 17.5% - current year - - (2)
Other overseas taxation - - -
- - (2)
Deferred taxation - - -
- - (2)
5 PROFIT (LOSS) PER SHARE
Unaudited Audited
Six months ended Year ended
30.6.2004 30.6.2003 31.12.2003
US$'000 US$'000 US$'000
Profit (Loss) for the financial period/year 390 (646) 1,537
Profit (Loss) per share 3 cents (5) cents 11 cents
Number Number Number
Weighted average number of shares in issue 13,367,290 13,367,290 13,367,290
NOTES TO THE INTERIM REPORT (CONTINUED)
6 INVESTMENTS HELD AS CURRENT ASSETS
Unaudited Audited
30.6.2004 30.6.2003 31.12.2003
US$'000 US$'000 US$'000
Listed investments - overseas, at market value - 1,183 3,081
Unlisted investments - overseas, at directors'
valuation - 1,190 -
Exchange membership, at directors' valuation - 75 -
Right to trade on or through the Philippine
Stock Exchange, at directors' valuation 215 225 217
Right to trade on or through the Stock
Exchange of Hong Kong Limited, at directors'
valuation - 128 130
Land and building, at directors' valuation 233 347 244
448 3,148 3,672
7 ANALYSIS OF CASH
Unaudited Audited
30.6.2004 30.6.2003 31.12.2003
US$'000 US$'000 US$'000
Bank deposits and cash 1,429 11,463 7,001
Less:
Cash at bank - trust accounts - (2,032) -
Time deposits of maturity exceeding 1 day (527) - (5,126)
Cash (Note 13) 902 9,431 1,875
NOTES TO THE INTERIM REPORT (CONTINUED)
8 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Unaudited Audited
30.6.2004 30.6.2003 31.12.2003
US$'000 US$'000 US$'000
Trade creditors - 1,591 1,320
Other creditors and accruals 742 1,617 1,113
742 3,208 2,433
9 CALLED UP SHARE CAPITAL
Unaudited Audited
30.6.2004 30.6.2003 31.12.2003
US$ US$ US$
Ordinary shares of Ordinary shares Ordinary shares of
US$0.001 each of US$1 each US$0.001 each
Authorised: 50,000 50,000,000 50,000
Called up, issued and fully paid: 13,367 13,367,290 13,367
Note:
Pursuant to an ordinary resolution passed at the Company's Special General
Meeting held on 23 July 2003, the Company:
(i) reduced the nominal value of the authorised and issued shares of the
Company from US$1.00 to US$0.001 per share, and the issued share capital of the
Company by US$13,353,923 from US$13,367,290 to US$13,367 divided into 13,367,290
new shares of US$0.001 each;
(ii) reduced the amount of US$11,663,851 standing to the credit of the share
premium account of the Company to nil; and
(iii) applied the credit of US$25,017,774 arising from the reductions noted
in (i) and (ii) above to the contributed surplus account of the Company.
NOTES TO THE INTERIM REPORT (CONTINUED)
10 DISTRIBUTIONS
(a) On 23 July 2003, the board of directors resolved to pay a distribution
out of the contributed surplus account of US$0.45 per share totalling
US$6,015,281 to the shareholders whose names appeared in the register of members
on 1 August 2003.
(b) On 29 March 2004, the board of directors resolved to pay a
distribution out of the contributed surplus account of US$0.70 per share
totalling US$9,357,103 to the shareholders whose names appeared in the register
of members on 13 April 2004.
11 RECONCILIATION OF OPERATING PROFIT / (LOSS) TO NET CASH (OUTFLOW) / INFLOW
FROM OPERATING ACTIVITIES
Unaudited Audited
Six months ended Year ended
30.6.2004 30.6.2003 31.12.2003
US$'000 US$'000 US$'000
Operating profit / (loss) 344 (671) 1,511
Gain on disposal of investments (602) - -
Unrealised gain on investments - (105) (1,237)
Impairment loss - - 89
Amortisation of intangible assets - - 19
Exchange difference (53) 58 (72)
Decrease in investments held as current assets - - 464
Decrease in debtors 1,547 1,510 1,027
Decrease in other debtors and prepayments 101 - 1,304
Decrease in cash at bank - trust accounts - 6,581 8,613
Decrease in trade creditors (1,255) (7,180) (7,544)
Decrease in other creditors and accruals (400) (254) (758)
Net cash (outflow) / inflow from operating
activities (318) (61) 3,416
NOTES TO THE INTERIM REPORT (CONTINUED)
12 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
Unaudited Audited
Six months ended Year ended
30.6.2004 30.6.2003 31.12.2003
US$'000 US$'000 US$'000
Increase/(decrease) in cash (973) 184 (7,372)
Cash (inflow)/outflow from (decrease)/increase
in liquid resources (4,599) (151) 4,975
Movement in net funds (5,572) 33 (2,397)
Net funds brought forward 7,001 9,398 9,398
Net funds carried forward 1,429 9,431 7,001
13 ANALYSIS OF NET FUNDS
Unaudited Audited
30.6.2004 30.6.2003 31.12.2003
US$'000 US$'000 US$'000
Cash in hand and deposits repayable on demand 902 9,431 1,875
Time deposits of maturity exceeding 1 day 527 - 5,126
Net funds 1,429 9,431 7,001
14 INTERIM REPORT
The interim report will be posted to shareholders on or about 18 October
2004.
CORPORATE INFORMATION
Board of directors
Non-Executive Chairman
David Archibald Evelyn LYLE
Executive directors
Paul Kwok Kin CHENG
Non-executive directors
Henry Ying Chew CHEONG (Deputy Chairman)
Mark Chung FONG
Alastair GUNN-FORBES
Masao HASEGAWA
HO Soo Ching
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 HMDX, 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) 2526 5311
This information is provided by RNS
The company news service from the London Stock Exchange
END
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