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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Moneyswap | LSE:SWAP | London | Ordinary Share | GI000A1JASX5 | ORD 0.1P (DI) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.135 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMSWAP
RNS Number : 0188A
MoneySwap Plc
21 March 2017
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014.
21 March 2017
MoneySwap plc
("Moneyswap" or the "Company")
Interim results for the six months ended 30 September 2016
MoneySwap (AIM: SWAP) announces the Company's unaudited results for the six months ended 30 September 2016 (the "Interim Results").
A copy of the Interim Results will shortly be made available on the Company's website, www.moneyswapholdings.com.
- Ends-
For further information, please contact:
Hot Features
Premium
MoneySwap Plc Allenby Capital Limited
------------------------ ------------------------
Interim Chief Executive Nominated Adviser
------------------------ ------------------------
Craig Niven Nick Naylor
James Reeve
------------------------ ------------------------
+44 7767 497400 +44 20 3328 5656
------------------------ ------------------------
About MoneySwap (www.moneyswap.com)
MoneySwap provides payment solutions and gateways to merchants, which allow both online and point of sale transactions to be settled using UnionPay cards in the UK. In addition, UnionPay has licensed MoneySwap for its MoneyExpress service, which enables overseas persons to send funds directly to UnionPay cardholders in China. The Company's shares are traded on the London Stock Exchange's AIM market (AIM: SWAP). More information can be found at www.moneyswap.com.
MONEYSWAP PLC
CHAIRMAN AND CHIEF EXECUTIVE OFFICER'S STATEMENT
MoneySwap Plc. ("Moneyswap", the "Company" or the "Group") released its audited financial statements for the year ended 31 March 2016 at the same time as these unaudited statements for the six months ended 30 September 2016. Accordingly, in addition to summarizing the results for the six months ended 30 September 2016, I also set out below in full my report attached to the 31 March 2016 statements.
Total revenues in 6 months to 30 September 2016 were US$218,572 (6 months ended 30 September 2015: US$134,710) and gross profit was US$112,320 (6 months ended 30 September 2015: US$80,302). The loss for the period of US$961,142 was less than the loss incurred for the 6 months ended 30 September 2015 (being US$2.08 million). The reduction in the loss in the period was largely attributable to cost cutting, albeit revenues were substantially up in percentage terms on the equivalent prior year six month period.
CEO statement for the year ended 31 March 2016
The results for the year ended 31 March 2016 were disappointing; MoneySwap Plc ("Moneyswap", the "Company" or the "Group") did not make any significant progress in building its revenue base to a sustainable level, notwithstanding that revenues and gross profit increased substantially in percentage terms during the year. Total revenues in the year were US$397,056 (year ended 31 March 2015: US$162,602) and gross profit was US$178,728 (year ended 31 March 2015: US$99,938). The loss for the year of US$3.1 million was marginally less than the loss incurred for the year ended 31 March 2015 (being US$3.5 million). The losses reflect the fact that the fixed cost element of the Group's operations requires significantly more volume across the Group's platforms than has been achieved in order to generate profits.
Net liabilities at 31 March 2016 were US$2,034,967 (31 March 2016: US$2,781,677).
Current trading and financing
Since 31 March 2016 the Company has continued to suffer from insufficient working capital and significant cost reductions have been necessary. This in turn has impacted negatively on the ability of the Group to market its platforms and products and the Group continues to incur losses.
The Company has made a number of announcements in recent months updating shareholders on the Board's efforts to secure a substantial refinancing of the Group. Capital needs have been funded through a number of loans from related and unrelated parties, including Wraith Holdings B.V. ("Wraith" and the "Wraith Loan"). The Wraith principal is a USA-based investor with interests and experience in payment processing, payment card issuance and financial services.
The Company has today announced that it has entered into a subscription agreement with Wraith (the "Wraith Subscription Agreement"), pursuant to which Wraith has agreed to subscribe US$3.005 million through the issue of new ordinary shares in the Company. These new ordinary shares will represent approximately 67% of the enlarged share capital of the Company (the "Subscription"). In addition the Company has granted Wraith an option to subscribe for additional shares that would take Wraith's holding up to 75% of the fully diluted share capital at a price of GBP0.001 per share (which based on the current share capital) would result in Wraith paying a further US$1.414 million of subscription monies ("Option"). In the event that Wraith makes the full subscription including the Option it will come to own a maximum of 75% of the enlarged and fully diluted share capital. The subscription agreement is conditional inter alia, on: i) publication of these financial statements and the unaudited results for the six months ended 30 September 2016; ii) the receipt of a no objection letter from the Financial Conduct Authority; iii) the lifting of the current suspension of trading of the Company's shares (and depository interests) on AIM, the continued admission of the Company's trading on AIM and the continued engagement of Allenby Capital as the Company's nomad; and iv) the approval of the Company's shareholders of the Subscription and Option at a forthcoming General Meeting of the Company which will be convened for a date in April 2017.
As part of the agreements associated with the Wraith Subscription Agreement, at completion of the Subscription Wraith will acquire certain debt obligations of the Company totaling US$1.425 million which, together with the amounts outstanding under the Wraith Loan, will be set-off in part against the obligation to pay the subscription proceeds due under the Subscription.
The Board believes that it is likely that the conditions precedent to the Wraith Subscription will be met or waived by Wraith and that the subscription will proceed on the basis set out in the Wraith Subscription Agreement. This will allow the Group to be restored to a sound financial footing and to benefit from Wraith's plan for generating new and increased revenue streams using the existing Group platforms and products. However as of the date hereof the conditions precedent have not been met. In this regard I would draw your attention to the accounting policies note 2 in the financial statements and the auditors' reports on the financial statements. These reports contain an emphasis of matter as to the going concern basis on which these financial statements have been prepared.
Board changes
There have been a number of management changes at Board level. On 11 November 2015 Richard Proksa resigned as CEO (but remained as a director of the Company), Mr Kung-Min Lin assumed the role of Chairman and CEO and Ms Yu Shu Fen was appointed as an Executive Director. On 30 December 2015 Mr Proksa and Mr Lin stepped down as directors, Ms Yu assumed the role of CEO and I assumed the role as Chairman.
On 30 August 2016, subsequent to the year end, Ms Yu resigned as CEO and I assumed the role of Interim CEO in addition to my role as Chairman. Given the financial position of the Company it has not been possible to appoint a permanent CEO. Following the completion of the proposed subscription by Wraith it is intended that a new CEO will be appointed as soon as reasonably possible thereafter.
Suspension from trading on AIM
The Company's shares were suspended from trading on AIM on 21 September 2016 for failure to publish its audited financial statements for year ended 31 March 2016 within six months of the period end. In addition, the Company was required to publish its interim results for the six months ended 30 September 2016 prior to 31 December 2016. Following the publication of these 2016 Results, these suspension conditions have now been satisfied, however, the Company has been informed by its registrars that, as a result of unpaid fees due to the Company's working capital constraints, the depositary interest ("DI") facility put in place at the time of the Company's admission to trading on AIM has been cancelled. As the Company is incorporated in Gibraltar, its ordinary shares are not eligible for electronic settlement in the UK. The DIs were put in place in order to provide holders of ordinary shares with a mechanism of electronic settlement using the CREST system.
The AIM Rules for Companies require that all AIM Companies must ensure that their securities are eligible for electronic settlement. As a result, the Company's shares will remain suspended from trading on AIM until such time that the Company has put in place a replacement DI facility. The Company has been working with its registrars with regards to implementing a new DI facility and anticipates that this will be in place prior to the date of the extraordinary general meeting which is to be held on or about 19 April 2017. An update will be provided in due course.
In conclusion, whilst the financial results for the year ended 31 March 2016 and subsequent trading are totally unsatisfactory I believe that completion of the Wraith Subscriptions, its participation in the Company's governance process and its business development support will result in a brighter future. To get to this point after an extremely difficult period has required huge effort and support from various stakeholders; employees, shareholders, lenders and advisers and I am extremely grateful for all their efforts.
Craig Niven
Interim Chief Executive Officer
Date: 20 March 2017
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE SIX MONTHSED 30 SEPTEMBER 2016
Six months Six months Year
ended ended ended
30 Sep 30 Sep 31 Mar
Notes 2016 2015 2016
US$ US$ US$
Unaudited Unaudited Audited
Revenue 2 218,572 134,710 397,056
Cost of sales 2 (106,252) (54,408) (218,328)
------------ ------------ ------------
Gross profit 2 112,320 80,302 178,728
2,
Other income 3 99,888 12,026 16,029
Administrative and operating
expenses (1,093,041) (2,107,819) (3,105,020)
Finance costs (80,309) (64,364) (157,883)
------------ ------------ ------------
Loss before taxation (961,142) (2,079,855) (3,068,146)
Taxation 4 - 3,121 3,050
------------ ------------ ------------
Loss for the period/year (961,142) (2,076,734) (3,065,096)
Other comprehensive (loss)/income
for the period/year
Item that may be reclassified
subsequently to profit and
loss:
Exchange differences on
translating foreign operations (238,066) 216,435 173,821
------------
Total comprehensive loss
for the period/year (1,199,208) (1,860,299) (2,891,275)
============ ============ ============
Loss for the period/year
attributable to:
Owners of the Company (961,142) (2,076,734) (3,065,096)
Total comprehensive loss
for the period/year attributable
to:
Owners of the Company (1,199,208) (1,860,299) (2,891,275)
Loss per share:
Basic and diluted 5 (0.0008) (0.0018) (0.0026)
========= ========= =========
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2016
30 Sep 30 Sep 31 Mar
Notes 2016 2015 2016
US$ US$ US$
Unaudited Unaudited Audited
ASSETS
Non-current assets
Property and equipment 6 13,013 37,353 24,122
Goodwill 7 460,724 537,208 508,959
Intangible assets 133,290 218,770 176,022
------------- -------------
Total non-current assets 607,027 793,331 709,103
------------- ------------- -------------
Current assets
Trade receivables 8 1,867 1,926 1,961
Other receivables and prepayments 157,749 286,881 137,004
Cash and cash equivalents 135,240 134,709 129,521
------------- ------------- -------------
Total current assets 294,856 423,516 268,486
------------- ------------- -------------
TOTAL ASSETS 901,883 1,216,847 977,589
============= ============= =============
EQUITY AND LIABILITIES
Equity attributable to equity
holders of the Company
Share capital 9 1,859,894 1,859,894 1,859,894
Share premium 9 20,417,544 20,754,061 20,417,544
Share-based payment reserve 768,782 632,677 727,734
Foreign currency translation
reserve 196,713 477,393 434,779
Combination reserve 3,456,928 3,456,928 3,456,928
Retained earnings (29,665,338) (27,943,484) (28,931,846)
------------- ------------- -------------
Total deficit attributable
to equity holders of the
Company (2,965,477) (762,531) (2,034,967)
------------- ------------- -------------
Non-current liabilities
Convertible loan notes 11 712,000 120,000 741,600
Other loans 12 833,332 - -
Total non-current liabilities 1,545,332 120,000 741,600
------------- -------------
Total deficit and non-current
liabilities (1,420,045) (642,531) (1,293,367)
------------- ------------- -------------
Current liabilities
Trade and other payables 1,692,454 891,572 1,303,150
Convertible loan notes 11 100,000 - -
Other loans 12 529,474 967,806 967,806
Total current liabilities 2,321,928 1,859,378 2,270,956
------------- -------------
TOTAL EQUITY AND LIABILITIES 901,883 1,216,847 977,589
============= ============= =============
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHSED 30 SEPTEMBER 2016
Six months Six months Year
ended ended ended
30 Sep 30 Sep 31 Mar
Notes 2016 2015 2016
US$ US$ US$
Unaudited Unaudited Audited
Cash flow from operating
activities
Loss before taxation (961,142) (2,079,855) (3,068,146)
Foreign exchange (gain)/loss (7,092) 123,226 105,278
Depreciation and amortisation 53,351 137,124 218,379
Equity-settled share-based
payment expenses 10 43,278 108,239 211,399
Interest on convertible
loan notes 80,309 64,364 157,883
Write-back of payables 99,885 - -
----------- ------------ ------------
(691,411) (1,646,902) (2,375,207)
Changes in working capital
Trade receivables - 38 39
Other receivables and prepayments (24,261) 3,388 153,317
Trade and other payables 250,817 (1,247,137) (879,001)
Income tax refund received - 2,961 3,050
----------- ------------ ------------
Net cash used in operating
activities (464,855) (2,887,652) (3,097,802)
----------- ------------
Cash flow from investing
activities
Purchase of property and
equipment - (3,329) (3,327)
Development of intangible
assets - - (27,074)
Net cash used in investing
activities - (3,329) (30,401)
----------- ------------
Cash flow from financing
activities
Proceeds from new loans 12 395,000 134,474 134,474
Loans repaid 12 - (516,668) (516,668)
Proceeds from convertible
loan notes 11 70,500 120,000 741,600
Convertible loan notes repaid 11 - (334,000) (334,000)
Proceeds upon issue of shares 9 - 3,365,175 3,365,175
Broker fees on issue of
shares - - (336,517)
Net cash generated from
financing activities 465,500 2,768,981 3,054,064
----------- ------------
Net increase/(decrease)
in cash and cash equivalents 645 (122,000) (74,139)
Cash and cash equivalents
at beginning of the period/year 129,521 162,817 162,817
Effect of foreign exchange
rate changes 5,074 93,892 40,843
----------- ------------
Cash and cash equivalents
at end of the period/year 135,240 134,709 129,521
=========== ============
CO NSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHSED 3 0 SEPTEMBER 201 6
Share Share Share-based Foreign Combination Retained Total
capital premium payment currency reserve earnings
reserve translation
reserve
US$ US$ US$ US$ US$ US$ US$
Balance at 1
April 2015 1,388,697 17,452,378 526,112 260,958 3,456,928 (25,866,750) (2,781,677)
Loss for the
period - - - - - (2,076,734) (2,076,734)
Other comprehensive
income - - - 216,435 - - 216,435
Total comprehensive
loss for
the period - - - 216,435 - (2,076,734) (1,860,299)
Issue of share
capital 471,197 3,301,683 - - - - 3,772,880
Equity-settled
share-based
Transactions
* charged for the period - - 106,565 - - - 106,565
Balance at 30
September
2015 (unaudited) 1,859,894 20,754,061 632,677 477,393 3,456,928 (27,943,484) (762,531)
============ ============ =========== =========== =========== ============== =============
Balance at 1
April 2016 1,859,894 20,417,544 727,734 434,779 3,456,928 (28,931,846) (2,034,967)
Loss for the
period - - - - - (961,142) (961,142)
Other comprehensive
income - - - (238,066) - - (238,066)
Total comprehensive
loss for
the period - - - (238,066) - (961,142) (1,199,208)
Equity-settled
share-based
transactions
* charged for the period - - 47,485 - - - 47,485
* forfeited/expired during the period - - (6,437) - - 227,650 221,213
Balance at 30
September
2016 (unaudited) 1,859,894 20,417,544 768,782 196,713 3,456,928 (29,665,338) (2,965,477)
============ ============ =========== =========== =========== ============== =============
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHSED 30 SEPTEMBER 2016
1 Basis of preparation
The interim consolidated financial statements incorporate the results of MoneySwap Plc (the "Company") and entities controlled by the Company (its subsidiaries) (collectively the "Group").
The interim consolidated financial statements of the Group have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting and do not include all of the information required for full annual financial statements.
The interim consolidated financial statements are unaudited, do not constitute statutory accounts within the meaning of the accounting and audit provisions of the Gibraltar Companies Act 2014, and were approved by the Board of directors on 20 March 2017. The consolidated financial statements for the year ended 31 March 2016 were prepared under International Financial Reporting Standards ("IFRSs"). The auditors reported on the financial statements. Their report was unqualified and included reference to a matter to which the auditors drew attention by way of emphasis without qualifying their report.
The preparation of interim consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
In preparing the interim consolidated financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that were applied to the consolidated financial statements as at and for the year ended 31 March 2016.
The accounting policies applied by the Group in the interim consolidated financial statements comply with each IFRSs that is mandatory for accounting for the six months ended 30 September 2016. These policies are consistent with those adopted in the Group's consolidated financial statements for the year ended 31 March 2016 and those which will be adopted in the Group's consolidated financial statements for the year ending 31 March 2017.
The principal risks and uncertainties of the Group have not changed since the last annual financial statements where a detailed explanation of such risks and uncertainties can be found.
2 Segmental information
In the opinion of the directors, the Group has two business lines as described below, which are managed separately as they require different strategies:
- Merchant acquisition and remittance services for China UnionPay ("Merchant acquisition and remittance")
- Peer to peer foreign exchange and payment ("P2P")
For the Group's internal reporting process, operating performance for peer to peer foreign exchange and payment are assessed together and therefore, their segmental results are combined.
The directors consider that it is neither possible nor meaningful to distinguish aggregate amortisation and depreciation, other administrative and operating expenses and taxation between the business segments, nor segmental net assets and liabilities. As a result these amounts are not reported to the chief operating decision maker on a segmental basis.
Six months Six months Year
ended ended ended
30 Sep 30 Sep 31 Mar
2016 2015 2016
US$ US$ US$
Merchant acquisition and
remittance
Revenue 214,104 118,374 364,048
Cost of sales (106,252) (54,408) (218,328)
------------ ------------ ------------
Segmental gross profit 107,852 63,966 145,720
IT infrastructure costs (49,000) (49,003) (99,312)
Segmental net profit 58,852 14,963 46,408
------------ ------------ ------------
P2P
Revenue 4,468 16,336 33,008
Cost of sales - - -
------------ ------------ ------------
Segmental gross profit 4,468 16,336 33,008
------------ ------------ ------------
Consolidated
Revenue 218,572 134,710 397,056
Cost of sales (106,252) (54,408) (218,328)
------------ ------------ ------------
Gross profit 112,320 80,302 178,728
Other income 99,888 12,026 16,029
Amortisation (42,730) (96,792) (165,158)
Depreciation (10,621) (40,332) (53,221)
Other administrative and
operating expenses (1,039,690) (1,970,695) (2,886,641)
Finance costs (80,309) (64,364) (157,883)
Loss before taxation (961,142) (2,079,855) (3,068,146)
Taxation - 3,121 3,050
------------ ------------ ------------
Loss for the period/year (961,142) (2,076,734) (3,065,096)
============ ============ ============
The Group is organised around two main geographical areas and a split of the geographical segments is as follows:
Europe Asia-Pacific Total
US$ US$ US$
Segmental information for the six months ended
30 September 2016
Segmental revenue from
external customers 214,104 4,468 218,572
Capital expenditure - - -
Segmental total assets 33,543 868,340 901,883
Europe Asia-Pacific Total
US$ US$ US$
Segmental information for the six months ended
30 September 2015
Segmental revenue from
external customers 118,374 16,336 134,710
Capital expenditure - 3,329 3,329
Segmental total assets 63,348 1,153,499 1,216,847
========= ============= ==========
Segmental information for the year ended 31
March 2016
Segmental revenue from
external customers 364,048 33,008 397,056
Capital expenditure - 30,401 30,401
Segmental total assets 5,728 971,861 977,589
The major changes in segment assets during the period mainly relate to the decrease in property and equipment and intangible assets for normal depreciation/amortisation.
3 Other income
Six months Six months Year
ended ended ended
30 Sep 30 Sep 31 Mar
2016 2015 2016
US$ US$ US$
Bank interest income 3 27 42
Service fee income - 11,999 15,987
Write-back of payables 99,885 - -
99,888 12,026 16,029
========== =========== =======
4 Taxation
Taxation of the Company and its subsidiaries is recognised based on the rules and regulations of their respective countries of incorporation.
A deferred tax asset has not been recognised in respect of all tax losses available to carry forward against suitable future trading profits as the directors consider there is insufficient evidence that it is more likely than not all the assets will be recovered. These assets can be recovered against suitable future trading profits.
5 Loss per share
Six months Six months Year
ended ended ended
30 Sep 30 Sep 31 Mar
2016 2015 2016
Net loss attributable
to ordinary shareholders
(US$) (961,142) (2,076,734) (3,065,096)
--------------- ---------------- ----------------
Weighted average number
of ordinary shares
Issued ordinary shares
at beginning of the period/year 1,197,755,282 875,705,550 875,705,550
Effect of share allotments - 299,171,882 310,610,807
--------------- ---------------- ----------------
Weighted average number
of ordinary shares at
end of the period/year 1,197,755,282 1,174,877,432 1,186,316,357
--------------- ---------------- ----------------
Basic and diluted loss
per share (0.0008) (0.0018) (0.0026)
=============== ================ ================
Basic loss per share has been calculated by dividing the net results attributable to ordinary shareholders by the weighted average number of shares in issue during the period/year.
Due to the Company and Group being loss making, the share options and convertible loan notes are anti-dilutive.
6 Property and equipment
During the six months ended 30 September 2016, the Group acquired assets with a cost of US$nil (six months ended 30 September 2015: US$3,300; year ended 31 March 2016: US$3,300).
7 Goodwill
The goodwill relates to the excess of consideration paid over the net assets acquired in MoneySwap Limited and MoneySwap FX Limited. The directors consider that it is neither possible nor meaningful to distinguish segmental net assets and liabilities between the business segments.
The goodwill is tested annually for impairment and the last goodwill impairment test was carried out as at 31 March 2016.
The directors have considered the carrying value of goodwill. In conducting their assessment they have considered the nature of the subscription agreement with Wraith for a significant investment by Wraith, by way of a subscription for new ordinary shares in the Company, which is expected will represent 75% of the Company's enlarged and fully diluted share capital.
As at 30 September 2016, the directors did not consider there to be any impairment in respect of the goodwill.
Movement in goodwill during the period/year is as follows:
30 Sep 30 Sep 31 Mar
2016 2015 2016
US$ US$ US$
At 1 April 508,959 525,492 525,492
Exchange realignment (48,235) 11,716 (16,533)
--------- --------
At 30 September/31 March 460,724 537,208 508,959
========= ======== =========
8 Trade receivables
30 Sep 30 Sep 31 Mar
2016 2015 2016
US$ US$ US$
Trade debtors 1,867 1,926 1,961
======= ======= =======
All trade receivables are denominated in Philippine Peso which are due upon billing. The ageing of trade receivables at the reporting date that were not impaired was as follows:
30 Sep 30 Sep 31 Mar
2016 2015 2016
US$ US$ US$
Past due 1-30 days - - -
Past due 31-90 days - - -
Past due 91-120 days - - -
Past due over 120 days 1,867 1,926 1,961
1,867 1,926 1,961
======= ======= =======
The directors believe that no impairment allowance is necessary in respect of the trade receivables and consider that the carrying amount as at 30 September 2016 of trade receivables approximates to their fair value.
9 Capital and reserves
Share capital and share premium
30 Sep 2016 30 Sep 2015 31 Mar 2016
Number Share Share Number Share Share Number Share Share
of shares capital premium of capital premium of shares capital premium
shares
US$ US$ US$ US$ US$ US$
Authorised,
ordinary
shares
at GBP0.001 100 100 100
each billion billion billion
=============== ================ ===============
Allotted,
issued
and fully
paid,
ordinary
shares
at GBP0.001
each
At beginning
of the
period/year 1,197,755,282 1,859,894 20,417,544 875,705,550 1,388,697 17,452,378 875,705,550 1,388,697 17,452,378
Shares
issued
for
settlement
of payables
to
directors - - - 28,698,846 41,990 296,671 28,698,846 41,990 296,671
Shares
issued
for
settlement
of other
payables - - - 5,850,886 8,561 60,483 5,850,886 8,561 60,483
Shares
issued
for
allotment - - - 287,500,000 420,646 2,944,529 287,500,000 420,646 2,944,529
Broker
fees on
issue
of shares - - - - - - - - (336,517)
At end
of the
period/year 1,197,755,282 1,859,894 20,417,544 1,197,755,282 1,859,894 20,754,061 1,197,755,282 1,859,894 20,417,544
=============== ============ ============ ================ =========== ============ =============== =========== ============
The Company's share capital are denominated in GBP. At 30 September 2016, the Company's issued share capital is GBP1,197,755 (30 September 2015: GBP1,197,755; 31 March 2016: GBP1,197,755), translated into US$ at the exchange rates at the date of shares issuance, ranging from US$1.4631 to US$1.6530 per GBP (30 September 2015: ranging from US$1.4631 to US$1.6530; 31 March 2016: ranging from US$1.4631 to US$1.6530).
Ordinary shares have unlimited voting rights and, upon a winding-up, will participate in the available assets for distribution to the extent of the amount paid up and any surplus assets then remaining.
For details of the shares issued for settlement of payables to directors and other payables, please refer to notes 16(a) and (b).
During the year ended 31 March 2016, the Company issued 287,500,000 ordinary shares for private placement from an independent third party and at a placement price of GBP0.008 each to raise GBP2,300,000 before expenses, and attracted 10% broker fees of GBP230,000.
Dividends
The directors do not recommend the payment of a dividend for the six months ended 30 September 2016 (six months ended 30 September 2015: US$nil; year ended 31 March 2016: US$nil).
10 Share-based payments
Share benefit charges
Six months Six months Year
ended ended ended
30 Sep 30 Sep 31 Mar
2016 2015 2016
US$ US$ US$
Charges in respect of
share options granted 50,065 108,239 220,735
Credit in respect of
forfeiture of share
options (6,787) - (9,336)
----------- ----------- --------
Charge for the period/year 43,278 108,239 211,399
=========== =========== ========
Share options
On 17 May 2011, the Group adopted a share option scheme that entitles directors, employees, consultants and professional advisers to purchase shares in the Company.
The terms and conditions relating to the grants of share options are as follows, all options are to be settled by physical delivery of shares:
Date of grant 12 August 25 August 23 December 1 July
2011 2011 2013 2015
Options outstanding
at 1 April
2016 4,900,000 5,088,767 16,917,500 64,575,355
Options forfeited/expired
during the
period - (5,088,767) (2,504,700) (4,737,500)
------------ ------------ ------------- ---------------
Options outstanding
at 30 September
2016 4,900,000 - 14,412,800 59,837,855
------------ ------------ ------------- ---------------
Exercise GBP0.03 GBP0.03 GBP0.01 GBP0.011
price - GBP0.05 - GBP0.05
Share price GBP0.05 GBP0.05 GBP0.0075 GBP0.01025
at date of
grant
Contractual
life (years) 10 5 5 4
Vesting date 12 February 31 August 31 March 30 September
2012 2011 2014 2015
to 12 to 9 April to 30 June
August 2015 2017
2014
Settlement Shares Shares Shares Shares
Expected
volatility 53.9% 58.3% 46.9% 41.03%
Expected
option life
at date of
grant (years) 10 5 5 4
Risk free
interest
rate 2.87% 1.51% 1.93% 1.36%
Expected
dividend
yield 0% 0% 0% 0%
Fair value GBP0.027 GBP0.025 GBP0.0022 GBP0.002834
per option - GBP0.033 - GBP0.032 - GBP0.0026 - GBP0.003189
at date of
grant
The number and weighted average exercise prices of share options are as follows:
Weighted Weighted Weighted
average average average
Number exercise Number exercise Number exercise
of of of
options price options price options price
30 30 Sep 30 Sep 30 Sep 31 Mar 31 Mar
Sep 2016 2015 2015 2016 2016
2016
GBP GBP GBP
Outstanding
at
beginning
of the
period/year 91,481,622 0.01 27,218,767 0.02 27,218,767 0.02
Granted
during the
period/year - - 67,987,855 0.01 67,987,855 0.01
Forfeited/expired
during
the
period/year (12,330,967) 0.02 - - (3,725,000) 0.01
--------------- --------- ------------- --------- -------------- ---------
Outstanding
at end of
the
period/year 79,150,655 0.01 95,206,622 0.01 91,481,622 0.01
=============== ========= ============= ========= ============== =========
Exercisable
at end
of the
period/year 63,517,427 0.01 31,329,749 0.02 47,757,963 0.02
=============== ========= ============= ========= ============== =========
The fair value of the share options granted is measured using the Binomial Model. Valuation of the share options were based on the following conditions:
1. Share price at grant date for the share options granted on 12 August 2011 and 25 August 2011 is based on the subscription price of GBP0.05 when the Company was admitted to AIM on 31 August 2011.
2. Expected volatility is estimated based on the standard deviation of return on historical share price of selected comparable companies sourced from Bloomberg.
3. Risk free interest rate is based on the market yield of Sterling Treasury Strip as of the grant date sourced from Bloomberg.
4. Expected dividend yield is assumed to be 0%. 5. Expected annual departures is assumed to be 0%/5%/8%. 11 Convertible loan notes
The Group received loans from various related and unrelated parties and outstanding as follows:
30 Sep 30 Sep 31 Mar
2016 2015 2016
Notes US$ US$ US$
Unrelated party A (a) 574,000 120,000 574,000
Unrelated party B (b) 238,100 - 167,600
812,100 120,000 741,600
======== ======== ========
(a) During the period from August 2015 to February 2016, the Company received loans from an unrelated party. The loans bear interest at 5% per annum. The Company, at its sole discretion, can choose to repay or convert the loans to ordinary shares of the Company within two years from the loan agreements, i.e., ranging from 28 August 2017 to 15 February 2018. The conversion price shall be calculated as the average closing market price of an ordinary share in the Company in the ten business days prior to the conversion dates. On 6 March 2017, this unrelated party entered into an agreement with Wraith to assign its debt to Wraith at completion of the first subscription due under the Wraith subscription as described in note 18.
(b) During the period from March to May 2016, the Company received loans from an unrelated party. The loans bear interest at 5% per annum. The Company, at its sole discretion, can choose to repay or convert the loans to ordinary shares of the Company within two years from the loan agreements, i.e., 8 March 2018 to 9 May 2018. The conversion price shall be calculated as the average closing market price of an ordinary share in the Company in the ten business days prior to the conversion dates. On 6 March 2017, this unrelated party entered into an agreement with Wraith to assign its debt to Wraith at completion of the first subscription due under the Wraith subscription as described in note 18.
The convertible loan notes are repayable as follows:
30 Sep 30 Sep 31 Mar
2016 2015 2016
US$ US$ US$
Within one year 100,000 - -
More than one year but
less than two years 712,000 120,000 741,600
--------
812,000 120,000 741,600
======== ======== ========
12 Other loans
The Group received loans from various unrelated parties and outstanding as follows:
30 Sep 30 Sep 31 Mar
2016 2015 2016
Group Notes US$ US$ US$
Unrelated party A (a) 134,474 - 134,474
Unrelated party B (b) 395,000 - -
Unrelated party C (c) 833,332 967,806 833,332
1,362,806 967,806 967,806
========== ======== ========
(a) During September 2015, the Company received a loan from an unrelated party. The loan bears interest at 20% per annum and was repayable within two months from the loan agreement, i.e., 29 November 2015. The Company agreed with the unrelated party to extend the loan for three months to 29 February 2016. After expiry of the loan agreement, the loan is repayable on demand. On 6 March 2017, this unrelated party entered into an agreement with Wraith to assign its debt to Wraith at completion of the first subscription due under the Wraith subscription as described in note 18.
(b) During the period from May to September 2016, the Company received loans from another unrelated party. The loans are interest-free and are repayable on demand. On 6 March 2017, this unrelated party entered into an agreement with Wraith to assign its debt to Wraith at completion of the first subscription due under the Wraith subscription as described in note 18.
(c) During December 2012 to January 2013, the Company's wholly-owned subsidiary, Money Swap Exchange Limited ("MSEL"), issued convertible loan notes to three independent third parties, totalling US$1,450,000. The notes carry 10% annual coupon with two-year's maturity, at which point the note holders may request repayment of the outstanding principal plus any accrued interest, or convert the loans into ordinary shares of the Company, with conversion price at the average closing market price of an ordinary share in the Company in the ten business days prior to the maturity dates less 10% discount. Should the note holders not request repayment then the repayment date will automatically be extended for 12 months.
During the year ended 31 March 2015, MSEL agreed with holders of US$350,000 and US$100,000 of the notes to extend the maturity date by six months and three months respectively, with no conversion options being attached to the extended notes. The notes of US$100,000 and US$350,000 were settled in March and April 2015 respectively.
(c) MSEL agreed with the holder of US$1,000,000 of the notes a new repayment schedule; with six instalments of US$8,333 from 8 February 2015 to 8 July 2015 and twelve instalments of US$91,667 from 8 August 2015 to 8 July 2016, with no conversion options being attached to the notes. The Company has provided a guarantee to the holder to secure the due performance and compliance of the new agreement. The Company will pay and satisfy the repayment of all the sums of money which shall become due and in default by MSEL. During the year ended 31 March 2016, US$166,668 of the loan of US$1,000,000 are settled.
In August 2016, MSEL further agreed with this noteholder a new repayment schedule, where interest will continued to be accrued on the outstanding principal sum of US$833,332 at 10% per annum starting from 1 August 2016, and the outstanding principal of US$833,332 will be repaid by twelve monthly instalments commencing from the 12th month after the Group receives first tranche of subscription share proceeds from potential investors.
The loans are repayable as follows:
30 Sep 30 Sep 31 Mar
2016 2015 2016
US$ US$ US$
Within one year 529,474 967,806 967,806
More than one year but 833,332 - -
less than two years
----------
1,362,806 967,806 967,806
========== ======== ========
13 Commitments
Capital commitments
At 30 September 2016, there were no capital commitments (30 September 2015: US$nil; 31 March 2016: US$nil) that had been contracted but not provided for.
Operating lease commitments
At 30 September 2016, the Group had total future minimum lease payments under non-cancellable operating leases payable as follows:
30 Sep 30 Sep 31 Mar
2016 2015 2016
US$ US$ US$
Within one year 35,775 13,774 35,893
====== ======= =======
The Group is the lessee in respect of its office premise held under operating leases. The lease runs for an initial period of six months, with an option to renew the lease when all terms are renegotiated. The lease does not include contingent rentals.
14 Contingent liabilities
There were no contingent liabilities at 30 September 2016 (30 September 2015: US$nil; 31 March 2016: US$nil).
15 Investments in subsidiaries
The Company holds issued share capital of the following subsidiary undertakings:
Company Country of Held directly Class Percentage Principal
incorporation or indirectly holding activities
Money Swap Holdings Limited Hong Kong Directly Ordinary 100%
Investment holding
and provision of
merchant
acquisition services
MoneySwap Payment Solution Philippines Directly Ordinary 100%
Provision of IT
Corp. support services
MoneySwap Limited United Kingdom Indirectly Ordinary
100% Provision of
merchant
acquisition and
settlement services
MoneySwap FX Limited United Kingdom Indirectly Ordinary 100%
Dormant
MoneySwap Cyprus Limited Cyprus Indirectly Ordinary 100% Dormant
MS Customer Services Limited Taiwan Indirectly Ordinary
100% Dormant
Money Swap Exchange Limited Hong Kong Indirectly Ordinary 100%
Provision of money
exchange and
remittance services
MS Services Center Limited Hong Kong Indirectly Ordinary
100% Provision of
business
consultancy services
Money Swap Financial E-Service People's Indirectly Ordinary 100%
Dormant
(Shanghai) Co., Limited Republic of China
MS Payment Solutions Limited Hong Kong Indirectly Ordinary 100%
Dormant
MS Card Services Limited Hong Kong Indirectly Ordinary
100% Dormant
16 Related party transactions
Related parties comprise mainly companies which are controlled or significantly influenced by the Group's key management personnel and their close family members.
Six months Six months Year
ended ended ended
30 Sep 30 Sep 31 Mar
2016 2015 2016
Notes US$ US$ US$
Value of shares issued
to directors for settlement
of payables (a) - 338,661 338,661
Value of shares issued
to a related party
for settlement of payables (b) - 69,044 69,044
Service fee income
from a related company (c) - 11,999 15,987
Charges in respect
of share options granted
to directors and employees (d) 19,102 99,889 176,521
Key management personnel
remuneration (e) 34,384 315,952 403,296
Amounts due to directors (f) 70,651 176,647 47,656
=========== =========== ========
(a) In April 2015, 28,698,846 ordinary shares were issued to the directors for settlement of directors' fees accrued to them by the Group totalling US$338,661 at the conversion price of GBP0.008.
(a) Total value of the shares issued were as follows:
Six months Six months Year
ended ended ended
30 Sep 30 Sep 31 Mar
2016 2015 2016
US$ US$ US$
Craig Niven - 57,541 57,541
Javier Amo Fernández
de Ávila - 106,864 106,864
Kung-Min Lin - 86,304 86,304
Richard Victor Proksa - 29,590 29,590
Saihua Xu - 58,362 58,362
Yu Shu Fen - - -
------------
- 338,661 338,661
============= =========== ========
(b) In April 2015, 5,850,886 ordinary shares were issued to Henry Lin, the Group's ex-Chairman's brother, for settlement of consultancy fees accrued to him totalling US$69,044 at the conversion price of GBP0.008.
(c) During the previous year, the Group received service fee income from PCG Entertainment Plc. for providing accounting support services. Kung-Min Lin, the Group's ex-Chairman was a director of PCG Entertainment Plc. during the period of provision of services.
(d) On 12 August 2011, 18 October 2011, 23 December 2013 and 1 July 2015, the Company granted options over 121,426,622 ordinary shares to the Group's directors, employees and consultants, exercisable for half to ten years at GBP0.01 to GBP0.05 per ordinary share. 29,945,000 of the share options forfeited in previous years and a further 12,330,967 share options forfeited or expired during the period due to resignation of the grantees as employees of the Group and expiration of the options.
(e) Key management personnel remuneration
Six months Six months Year
ended ended ended
30 Sep 30 Sep 31 Mar
2016 2015 2016
US$ US$ US$
Salaries, allowances
and benefits in kind 25,168 257,770 302,275
Share-based payments 9,216 58,182 101,021
-----------
34,384 315,952 403,296
=========== =========== ========
(f) Amounts due to directors represent outstanding fees to directors as follows:
30 Sep 30 Sep 31 Mar
2016 2015 2016
US$ US$ US$
Craig Niven - 24,592 -
Javier Amo Fernández - 24,592 -
de Ávila
Kung-Min Lin # - 36,885 -
Richard Victor Proksa - 65,986 -
#
Saihua Xu 70,651 24,592 47,656
Yu Shu Fen ## - - -
-------
70,651 176,647 47,656
======= ======== =======
# Resigned on 30 December 2015.
## Resigned on 30 August 2016.
17 Ultimate controlling party
As at 30 September 2016, the Group had no ultimate controlling party.
18 Post balance sheet events
Loans from related parties
On 24 January 2017 the Company obtained a US$100,000 loan from Broad Rivers International Limited ("Broad Rivers"), a substantial shareholder. On 6 March 2017 the Company and Wraith entered into a deed of termination with Broad Rivers under the terms of which the principal amount of US$100,000 will be repaid to Broad Rivers by the Company on completion of the fist subscription made under the Wraith Subscription Agreement.
Wraith Subscription agreement
On 20 March 2017 the Company announced that it had entered into a subscription agreement with Wraith (the "Wraith Subscription Agreement"). This agreement provides for Wraith to subscribe US$3.005 million for approximately 67% of the enlarged share capital (the "Initial Subscription"). In addition the Company has granted Wraith an option to subscribe for additional shares that would take Wraith's holding up to a maximum of 75% of the fully diluted share capital at a price of GBP0.001 per share (which based on the current share capital) would result in Wraith paying a further US$1.414 million of subscription monies. ("Option"). In the event that Wraith makes the full subscription including the Option it will come to own a maximum of 75% of the enlarged and fully diluted share capital. This subscription is subject to the satisfaction of a number of conditions precedent including, inter alia, the publication of these financial statements and the lifting of the suspension of trading of the Company's shares (and depositary interests) on the AIM Market of the London Stock Exchange. The Company intends shortly to post a circular to shareholders setting out full details of this agreement and associated agreements and to convene a General Meeting of shareholders to consider and if thought fit pass a Resolution which will enable this subscription to go ahead following the General Meeting if all the other conditions precedent are met.
As set out above, in the event that the Initial Subscription is made then the agreement in place with Changsha provides for the Changsha loan to be assigned at that point to Wraith. In addition, loans from Leading Empire Group Limited (US$248,400) and Avance Development Corp. (US$781,748) have been varied, the sums outstanding agreed and fixed at the above sums and are to be assigned to Wraith on the same basis as the Changsha loan. The Subscription agreement provides for part of the first subscription amount to be met in part by way of Wraith cancelling the Changsha, Leading Empire and Avance loans totalling US$1,425,148.
Changes to the Board of Directors
Since the reporting date there have been a number of changes to the Board of Directors as follows:
Sunny Yu resigned as a director and CEO on 30 August 2016; at that point Craig Niven, Chairman assumed the role of Chairman and Interim CEO.
Cessation of e wallet facility
The Company has announced on 18 October 2016 that it had ceased operating its e wallet facility for individual clients. The business was a minor revenue generator and incurred costs to maintain that were not justified given the Board's view of the strategic importance of this business.
Loans from Wraith
The Group drew down further loans of US$435,000 from Wraith. The loans bear interest at 10% per annum with repayment on the earlier of:
a. the termination of the exclusivity agreements entered between Wraith and certain shareholders for the Company to cease discussions on potential investment with other potential investors for a period of six months;
b. two months after cessation of negotiations over the potential significant investment by Wraith in the Company;
c. completion of the potential significant investment by Wraith in the Company; and d. 30 June 2017.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR EAFDFAAXXEEF
(END) Dow Jones Newswires
March 21, 2017 03:01 ET (07:01 GMT)
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