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(formerly known as Westminster Travel Limited) (Incorporated in the Republic of Singapore) (Company Registration No: 200814792H) UNAUDITED HALF YEAR FINANCIAL STATEMENT AND DIVIDEND ANNOUNCEMENT FOR THE SIX-MONTH PERIOD ENDED 31 DECEMBER 2013 This announcement has been prepared by E2-Capital Holdings Limited (formerly known as Westminster Travel Limited) (the Company, and together with its subsidiaries, the Group) and its contents have been reviewed by PrimePartners Corporate Finance Pte. Ltd. (the Sponsor) for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the SGXST). The Sponsor has not independently verified the contents of this announcement. This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement. The contact person for the Sponsor is Mr Mark Liew, Managing Director, Corporate Finance, at 20 Cecil Street, #21-02 Equity Plaza, Singapore 049705, telephone (65) 6229 8088.
PART I - INFORMATION REQUIRED FOR QUARTERLY (Q1, Q2 & Q3), HALF-YEAR AND FULL YEAR ANNOUNCEMENTS 1(a)(i) An income statement and statement of comprehensive income, or a statement of comprehensive income, for the group, together with a comparative statement for the corresponding period of the immediately preceding financial year. Condensed Consolidated Interim Income Statement
Six-month period ended HK$000 Revenue Other income Expenses - Selling - Administrative Profit from operations Share of loss of joint ventures Profit before income tax Income tax expense Profit for the period Attributable to: Equity holders of the Company Non-controlling interests Profit for the period 31/12/13
153,312 17,135
Change %
13.2% 38.2%
31/12/12
135,460 12,400
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HK$000 Profit for the period Other comprehensive (loss)/income: Item that may be reclassified to profit or loss Exchange differences arising on translation of foreign operations Total comprehensive income for the period Total comprehensive income/(loss) attributable to: Equity holders of the Company Non-controlling interests Total comprehensive income for the period
(74) 25,614
938 26,290
n.m. (2.6%)
1(a)(ii) The following items have been included in arriving at profit for the period: Six-month period ended 31/12/13 31/12/12 Change %
HK$000 Crediting Development fund and segment fee Interest income from bank deposits Write-back of provision for customer and supplier claims Write-back of provision for impairment of trade and other receivables Charging Amortisation of intangible assets Depreciation Employee benefit expenses Operating lease rentals on land and buildings - a related company - third parties Legal and professional fee for disposal of group companies Provision for impairment of trade and other receivables Provision for impairment of property, plant and equipment Loss on disposal of property, plant and equipment
7,740 13 3,711 1
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Company
As at 31/12/13 Unaudited As at 30/06/13 Audited
Non-current assets Deposits and prepayments Interests in a joint venture Property, plant and equipment Intangible assets Investments in subsidiaries Deferred income tax assets
732,380
237,918
Total assets LIABILITIES Current liabilities Trade payables Accruals and other payables Provisions for other liabilities and charges Amount due to a joint venture Amounts due to non-controlling interests Current income tax payable (1) Liabilities of disposal group classified as held for sale
1,434 1,434
392 392
Non-current liabilities Deferred income tax liabilities Total liabilities NET ASSETS EQUITY Capital and reserves attributable to the Companys equity holders Share capital Capital reserve Currency translation reserve Merger reserve Retained earnings/(accumulated losses) Non-controlling interests Total equity
395,711 336,669
1,434 236,484
392 255,256
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Note (1): The Company had on 29 January 2014, completed the disposal of its entire business conducted through Wealthy Aim Investments Limited and its subsidiaries (Disposal Group). At the end of the reporting period, the carrying amount of the assets and liabilities of the Disposal Group classified as held for sale are as follows: Group As at 31/12/13 Unaudited
HK$000
Assets of disposal group classified as held for sale Bank deposits, cash and cash equivalents Trade receivables Deposits, prepayments and other receivables Interests in a joint venture Property, plant and equipment Intangible assets Deferred income tax assets
Liabilities of disposal group classified as held for sale Trade payables Accruals and other payables Provisions for other liabilities and charges Amounts due to a joint venture Amounts due to non-controlling interests Current income tax payable Deferred income tax liabilities
1(b)(ii)Aggregate amount of the group's borrowings and debt securities The Group did not have any borrowings and debt securities as at 31 December 2013 and 30 June 2013.
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HK$000 Cash flows from operating activities Profit for the period Adjustments for: - Income tax expense - Exchange differences - Amortisation of intangible assets - Depreciation of property, plant and equipment - Loss on disposal of property, plant and equipment - Provision for impairment of property, plant and equipment - Interest income - Share of loss of joint ventures
25,688
25,352
Changes in working capital - Decrease in trade receivables, deposits and other receivables - Decrease in trade payables, accruals and other payables - Decrease in provision for other liabilities and charges - Changes in balances with joint ventures - Increase in amounts due to non-controlling interests - Decrease in amounts due from a shareholder and directors Net cash used in operations Income tax paid Net cash used in operating activities Cash flows from investing activities Purchase of property, plant and equipment Proceeds from disposal of property, plant and equipment Interest received Net cash used in investing activities Cash flows from financing activities Capital contribution by non-controlling interest Dividend paid Dividend paid to non-controlling interest Net cash used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of the financial period Cash and cash equivalents at end of the financial period
(3,561) 2 13 (3,546)
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Attributable to equity holders of the Company HK$000 Unaudited The Group Balance at 1 July 2013 Comprehensive income/(loss) - Profit/(loss) for the period Other comprehensive loss - Exchange differences arising on translation of foreign operations Total comprehensive income/(loss) for the period Dividend paid Balance at 31 December 2013 (74) (74) (74) 231,885 5,962 3,341 (35,225) 119,162 325,125 2,050 327,175 Currency Capital translation reserve reserve Noncontrolling Sub-total interests
Share capital
Merger reserve
Retained earnings
Total
26,081
26,081
(393)
25,688
(74) -
26,081 (15,120)
26,007 (15,120)
(393) (1,000)
25,614 (16,120)
231,885
5,962
3,267
(35,225)
130,123
336,012
657
336,669
Balance at 1 July 2012 Comprehensive income/(loss) - Profit/(loss) for the period Other comprehensive income - Exchange differences arising on translation of foreign operations Total comprehensive income/(loss) for the period Capital contribution by noncontrolling interest Dividend paid Balance at 31 December 2012
231,885
5,962
3,111
(35,225)
110,114
315,847
2,089
317,936
26,645
26,645
(1,293)
25,352
938
938
938
231,885
5,962
938 4,049
(35,225)
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Share capital
Capital reserve
Total
Balance at 1 July 2012 Comprehensive income - Profit for the period Dividend paid Balance at 31 December 2012
231,885 231,885
2,547 2,547
2,224 2,224
1(d)(ii) Details of any changes in the Company's share capital arising from rights issue, bonus issue, share buy-backs, exercise of share options and warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles, as well as the number of shares held as treasury shares, if any, against the total number of issued shares excluding treasury shares of the issuer, as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year.
No. of shares Paid-up capital HK$000 231,885
280,000,000
There were no changes in the Companys share capital since the previous financial reporting period as at 30 June 2013. The Company did not have any outstanding convertibles and treasury shares as at 31 December 2013 and 31 December 2012. 1(d)(iii) To show the total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year.
The Company Total number of issued shares (excluding treasury shares) As at 31/12/13 280,000,000 As at 30/6/13 280,000,000
1(d)(iv) A statement showing all sales, transfers, disposals, cancellation and/or use of treasury shares as at the end of the current financial period reported on. Not applicable as the Company did not have any treasury shares during and as at the end of the current financial period reported on.
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3.
Where the figures have been audited or reviewed, the auditors' report (including any qualifications or emphasis of a matter). The following is the independent auditors review report dated 13 February 2014 on the condensed interim financial information of the Company and its subsidiaries for the six-month period ended 31 December 2013. Report on the review of the condensed interim financial information to the Board of Directors (the Board) of Westminster Travel Limited for the six-month period ended 31 December 2013. Introduction We have reviewed the accompanying condensed interim financial information of E2-Capital Holdings Limited, formerly known as Westminster Travel Limited, (the "Company") and its subsidiaries (together the "Group") set out on pages 2 to 21*, which comprises the interim balance sheets of the Company and of the Group as at 31 December 2013 and the related condensed consolidated interim income statement of the Group, the condensed consolidated interim statement of comprehensive income of the Group, the condensed interim statements of changes in equity of the Company and of the Group and the consolidated interim cash flow statement of the Group for the six-month period then ended. Management is responsible for the preparation and presentation of this condensed interim financial information in accordance with Financial Reporting Standard 34 ("FRS 34"), Interim Financial Reporting. Our responsibility is to express a conclusion on this condensed interim financial information based on our review. Scope of review We conducted our review in accordance with Singapore Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Singapore Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed interim financial information is not prepared, in all material respects, in accordance with FRS 34. PricewaterhouseCoopers LLP Public Accountants and Chartered Accountants Singapore, 13 February 2014
* The page numbers are stated in the report of the review of condensed interim financial information dated 13 February 2014 included in the condensed interim financial information for the six-month period ended 31 December 2013 of the Group.
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5.
If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change. In the current financial reporting period, the Group has adopted all the new and revised Financial Reporting Standards ("FRS") and interpretation of FRS (INT FRS) that are relevant to its operations and are effective for adoption during the current financial period. The adoption of these FRS and INT FRS did not result in any substantial changes to the Groups accounting policies and has no material effect on the financial results for the current financial period reported on.
6.
Earnings per ordinary share of the group for the current period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends: The Group Profit attributable to equity holders of the Company (HK$000) Weighted average number of ordinary shares outstanding for earnings per ordinary share (EPS) EPS (HK cents) Basic and diluted EPS
Basic and diluted EPS for the six-month period ended 31 December 2013 and 31 December 2012 were the same as there were no potentially dilutive securities in issue during the financial periods ended 31 December 2013 and 31 December 2012.
7. Net asset value (for the issuer and group) per ordinary share based on total number of issued shares excluding treasury shares of the issuer at the end of the (a) current financial period reported on; and (b) immediately preceding financial year:Group As at As at 31/12/13 30/06/13 Net asset value (NAV) attributable to the Companys equity holders per ordinary share (HK cents) Number of ordinary shares used in computation of NAV per ordinary share Company As at As at 31/12/13 30/06/13
120.0 280,000,000
116.1 280,000,000
84.5 280,000,000
91.2 280,000,000
The Groups and the Companys NAV per ordinary share as at 31 December 2013 and 30 June 2013 were calculated based on the net assets of the Group and the Company attributable to the Companys equity holders at the respective balance sheet date over 280,000,000 shares.
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Consolidated Cash Flow Statement Cash and cash equivalents of the Group increased by HK$5.4 million to HK$137.7 million as at 31 December 2013 as compared to HK$132.3 million as at 31 December 2012. The increase in cash and cash equivalents was mainly due to the decrease in net cash used in operating activities in HY2014 as compared to HY2013, despite an increase of HK$8.7 million dividend paid to the equity holders of the Company. Net cash used in operating activities recorded a cash outflow of HK$52.6 million in HY2014 as compared to HK$72.6 million in HY2013. The decrease in cash outflow in HY2014 as compared to HY2013 was mainly due to year on year seasonal sales fluctuation. Net cash used in investing activities in HY2014 amounted to HK$2.0 million, which represented a decrease of HK$1.5 million net cash outflow as compared to that of HK$3.5 million recorded in HY2013. Net cash used in investing activities for HY2014 and HY2013 was mainly for the purchase of property, plant and equipment for its Business Expansion. Net cash used in financing activities was HK$16.1 million in HY2014 as compared to HK$5.0 million in HY2013. The substantial increase in net cash outflow was attributable to dividends paid to the shareholders and to a non-controlling interest amounting to HK$15.1 million (HY2013: HK$6.4 million) and HK$1.0 million (HY2013: HK$0.6 million) respectively.
9. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results. No forecast or prospect statement had been previously disclosed to shareholders.
10. A commentary at the date of announcement of the significant trends and competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months. The Disposal has been completed on 29 January 2014. Upon completion of the Disposal the Company has become a cash company under Rule 1017 of the Listing Manual (Section B: Rules of the Catalist) of the Singapore Exchange Securities Trading Limited (Catalist Rules). The Company would like to update shareholders that it had on 6 February 2014, deposited the escrow monies of HK$496,591,882.00 into the escrow account as maintained with The Hongkong and Shanghai Banking Corporation Limited. The Company is currently considering various new business options available to the Company and will inform the equity holders of the Company in due course as and when material developments occur.
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Name of dividend Dividend type Dividend amount per ordinary share Tax rate
(c) Date payable Dividend Interim and Special dividends Payment Date 18 March 2014
(d) Books closure date The books closure date for the interim and special dividends is 5 March 2014. Please refer to the Companys announcements dated 13 February 2014 in relation to the notice of books closure date for the respective interim dividend and special dividend.
12. If no dividend has been declared/recommended, a statement to that effect. Not applicable.
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14. Negative confirmation pursuant to Rule 705(5). The Board hereby confirmed that, to the best of their knowledge, nothing has come to their attention which may render the unaudited financial results for the six-month period ended 31 December 2013 to be false or misleading in any material aspect.
On behalf of the Board of Directors Wong Sin Just Non-Executive Chairman 13 February 2014 Lee Gee Aik Executive Vice Chairman
BY ORDER OF THE BOARD Hazel Chia Luang Chew Company Secretary 13 February 2014
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