Worldsec Regulatory News (WSL)

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 FINANCIAL POSITION

CONSOLIDATED STATEMENT OF changes in equity

CONSOLIDATED STATEMENT OF CASH FLOWS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 EntitiesIFRS 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:

4. LOSS BEFORE TAX

Loss before tax has been arrived at after charging:

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:

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.

7. SHARE CAPITAL

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.