20 Dec 2016 16:32
Condensed Unaudited Interim Financial Statements - Six months ended 30 September 2016
WORLD TRADE SYSTEMS plc
Unaudited Interim financial statements at 30 June 2016
Introduction
These unaudited Interim condensed financial statements have been prepared using IAS 34 Interim Financial Reporting as adopted by the European Union and should be read in conjunction with the annual financial statements as at 31 December 2015, prepared in accordance with IAS1 Presentation of Financial Statements. These statements have not been reviewed or audited by Grant Thornton who is the Auditor of the Company.
World Trade Systems plc has presented financial statements in accordance with International Financial Reporting Standards (IFRSs) for a number of years. Therefore, it is not required to adhere to IFRS1 First-time Adoption of International Financial Reporting standards, which includes additional disclosure requirements for interim periods covered by an entity's first IFRS financial statements.
The standards applied in these Interim condensed financial statements are those in issue as at 29 February 2016 and are effective for annual periods beginning on or after 1 January 2016. Financial Reporting Standards and interpretations issued, but not yet effective as at 1 January 2016, are not reflected in these Interim condensed financial statements.
The presentation currency of World Trade Systems plc is the same as that of its functional currency which it operates in i.e. the GBP Sterling (£) (IAS21The Effects of Changes in Foreign Exchange Rates.)
Contents
Page
Operating and Financial Review 1
Condensed Statement of Comprehensive Income 3
Condensed Statement of Financial Position 4
Condensed Statement of Changes In Equity 5
Condensed Statement of Cash Flows 6
Notes to the Interim Condensed Financial Statements 7
Operating and Financial Review
NON-EXECUTIVE CHAIRMAN'S REVIEW
INTRODUCTION
World Trade Systems plc (referred to as 'The Company' hereafter) has had no trading activities in the six month period from 1 January 2016 to 30 June 2016. However this situation is about to change as the following review shall show.
TRADING ACTIVITIES AND PROSPECTS
The Company is a holding company and it now owns 100% of Shimao (Suzhou) Biotechnology Co. Ltd (WTS China). WTS China was established in June of 2016 for the purpose of carrying on a new business of supplying high-quality healthcare products to the Chinese consumer market. The subsidiary company is located in the city of Suzhou, China and its activities include research and development, and sales and marketing of Nano-biotechnology and healthcare related products.
As previously announced, during this interim period the Directors have been continuously reviewing and considering business opportunities for the Company.
The Company is aiming to re-list on the Standard Segment of the Official List of the UK Listing Authority and to trade on the London Stock Exchange's market for listed securities during the first quarter of 2017.
FINANCIAL REVIEW FOR THE PERIOD
Results
The loss for the period of June 2016: £17,096 (31st December 2015: loss £152,000) arises from administrative expenses and charges. Net liabilities as at 30 June 2016 were £1,120,682 (31st December 2015: net liabilities £1,103,000).
Treasury and Financial Instruments
During the period the Company had no financing facility with its bankers and was wholly financed by financial support from its then ultimate parent company, Kudrow Finance Limited ("Kudrow"). The Board focuses on cash flows and monitors cash balances and requirements on a monthly basis.
At 30 June 2016, the Company had unsecured loans and indebtedness due of £800,372 (31 December 2015: £795,363.00) which is a related party transcation. £5,009 additional loan financing had been taken from Kudrow during the period 01 January 2016 to 30 June 2016.
Kudrow has unconditionally undertaken to provide such further financial support as may be required.
Under the terms of the revised loan agreement dated 20 June 2006, the loans carry interest at the rate of 5% per annum from the earlier of 12 February 2010, or date of advance, if later, and are due for repayment on the later of 31 July 2017, or the date on which the company's shares are approved for re-listing on the London Stock Exchange on the basis of the new business of WTS China.. In the event of a default in payment of capital and/or interest, the loans will be rolled up into the principal loan from the date of default and shall carry interest at the rate of 5% per annum. As at 30 June 2016, £180,842 of interest was outstanding.
At 30 June 2016, the Company had cash on deposit with its bankers of £5,628.68 (31 December 2015: £6,704.13), and £0 held in a client account with Robert Lee Law offices, Hong Kong (31st December 2015: £246.00).
Dividend Policy
The Directors take a prudent approach to making dividend payments and will make payments only when it is commercially viable to do so, and subject to the availability of distributable equity reserves.
Statement of Directors' responsibilities
The Directors of the Company confirm that to the best of their knowledge, these condensed interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union, and the Chairman's Review includes a true and fair view of the assets, liabilities, financial position and results of World Trade Systems plc as required by the Disclosure and Transparency Rules (DTR) 4.2.4 and a fair view of the information required by DTR 4.2.7 and DTR 4.2.8.
Robert Lee
Non Executive Chairman
20 Dec 2016
CONDENSED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 30 JUNE 2016
Note
Continuing operations
Operating income Administrative expenses
Loss from operations
Finance costs
Loss before tax
Income tax expense 6
Loss for the period and comprehensive income for the period Attributable to equity holders
Earnings per share Basic and diluted loss per ordinary share 4
| 6 months to 30 June 2016 (Unaudited)
£'000
2 (19)
(17)
0
(17)
-
(17) |
Year ended 31 December 2015 (Audited)
£'000
3 (102)
(99)
(53)
(152)
-
(152) |
CONDENSED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2016
Note
Assets
Non-Current Asset Investment property
Current Assets Trade and other receivables Cash and cash equivalents
Total Assets
Current liabilities Trade and other payables Financial Liabilities - borrowings 3 7
Total liabilities
Net liabilities
Equity
Share capital 5 4
Retained earnings
Total deficit of equity attributable to equity holders
|
| At 30 June 2016 (Unaudited) £'000
40 40
53 6 59
99
(117) (1102) (1219)
(1219)
(1120)
4,378
(5,498)
(1,120) | At 31 December 2015 (Audited) £'00
40 40
3 8 11
51
(84) (1,070) (1,154)
(1,154)
(1,103)
4,378
(5,481)
(1,103)
|
CONDENSED STATEMENT OF CHANGES IN EQUITY FOR SIX MONTHS ENDED 30 JUNE 2016
Balance at 1 January 2016
Loss for the period
Balance at 30 June 2016
Balance at 1 January 2015
Loss for the period
Balance at 30 June 2015
|
Share Capital £'000
4,378
-
4,378
4,378
-
4,378 |
Retained Earnings £'000
(5,481) (17)
(5,498)
(5,329)
(152)
(5,481) |
Total £'000
(1,103)
(17)
(1,120)
(951)
(152)
(1,103) |
CONDENSED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 30 JUNE 2016
Operating activities
Net cash used in operating activities
Cash flows from operating activities
Financing activities
Proceeds from ultimate parent company loans
Cash flows from financing activities
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
|
|
6 months to 30 June 2016 (Unaudited) £'000
(34)
(34)
32
32
(2)
8
6 |
Year ended 31 December 2015 (Audited) £'000
(89)
(89)
72
72
(17)
25
8 | ||
Notes to the condensed financial statements for the period ended 30 June 2016
1. Reporting entity
World Trade Systems plc is a company registered and domiciled in the United Kingdom. The Company was seeking new investment opportunities throughout the period under review.
This interim financial report is neither audited nor reviewed by the auditors and was approved by the Board on 20 December 2016.. Copies will be available upon request from the Company's registered office at 50 Tricor Suite - 4th Floor, 50 Mark Lane, London EC3R 7QR or the company's website at www.worldtradesytemsplc.com.
The financial information for the six months ended 30 June 2016 set out in this interim report does not constitute statutory accounts, as defined in Section 434 of the Companies Act 2006.
The Company's statutory financial statements for the year ended 31 December 2015 have been filed with the Registrar of Companies. The auditor's report on the statutory financial statements was unqualified and did not contain statements under Section 498(2) or Section 498(3) of the Companies Act 2006.
2. Basis of Preparation
These unaudited interim financial statements are for the six month period ended 30 June 2016. They have been prepared in accordance with IAS34 Interim Financial Reporting and do not include all of the information required for the full annual financial statements.
These interim financial statements have been prepared under the historical cost convention and in accordance with the accounting policies adopted in the Company's last annual financial statements for the year ended 31 December 2015.
The accounting policies have been applied consistently throughout for the purposes of preparation of these condensed financial statements.
3. Financial Liabilities - Borrowings
Whilst the Board has always been active in considering business opportunities for the Company and is aggressively pursuing the current opportunity with WTS China, should this effort not be successful, having regard to the cash flow forecasts prepared as at 30 June 2016, the Directors consider that the Company has sufficient liquid resources to meet its financial requirements for the foreseeable future and until existing loans are due for repayment. Thereafter, the Company would be reliant upon further financial support from the loan providers and will review the alternative options at that point in time.
On 15 May 2006 the Company obtained interest free unsecured loans totalling £120,000 from third parties other than Kudrow. £60,000 from Emporium Investment Holding Limited and £60,000 was from World Capital System Ltd. These loans were repayable on demand and were due to be repaid on 31 March 2008. Since that date these loans have accrued interest at a rate of 6% per annum. On 8 May 2012, Emporium Investment Holding Limited issued a demand for repayment of the sum of £60,000 loaned by it to the company together with accrued interest. This loan was subsequently repaid in full.
As at 30 June 2016, Kudrow had provided unsecured loans totalling £800,372 (31 December 2015: £795,363.00). These loans which are related party transactions were provided to support the Company's on-going working capital requirements.
4. Loss per Ordinary Share has been calculated as follows:
|
6 months to 30 June 2016 | |
£'000
| ||
This has been calculated on a loss attributable to ordinary shareholders of |
|
(17) |
The weighted average number of shares listed was: | ||
Basic and diluted | 8,747,366 | |
Per share loss pence (p) | 1.94P | |
5. Called up share capital
Alloted, called up and fully paid Ordinary Shares of 1p each Deferred Shares of 49p each |
At 30 June 2016 Number £000 8,753,867 888,753,867 4,290 |
At 31 December 2015 Number £000 8,753,867 888,753,867 4,290 |
The deferred shares do not entitle the holder to payment of any dividend or other distribution or to receive Notice of or attend or vote at any General Meeting of the Company or on a return of capital to the repayment of the amount paid on such deferred shares until after repayment of the capital paid up on the Ordinary Shares together with payment of £1,000,000 on each Ordinary Share and the Deferred Shares shall not be capable of transfer at any time other than with the consent of the Directors.
6. Taxation
There is no taxation charge for the six months ended 30 June 2016. There are £1,735 unutilised tax losses carrying forward at 30 June 2016. A deferred tax asset has not been recognised in respect of these losses, as the conditions for recognition of a deferred tax asset are not yet evident.
7. Directors' transactions
Robert Lee a Non-Executive Director is the principal of Robert Lee Law Offices, which at 30 June 2016 operated a designated trust account for the benefit of the Company and held funds amounting to £0 with Robert Lee Law offices, Hong Kong (31st December 2015: £246.00).
At 30 June 2016, the Company owed Robert Lee £16,200 in respect of unpaid director's fees. Proclass Limited, a company incorporated in the British Virgin Islands is a Corporate Director of Kudrow Finance Limited. Robert Lee is a director of Proclass Limited and by virtue of this office is able to influence the decision making process of Kudrow Finance Limited.