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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Wameja Limited | LSE:WJA | London | Ordinary Share | AU0000053472 | ORD NPV (DI) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 7.90 | 7.80 | 8.00 | 0.00 | 00:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Dec 2019 to Dec 2024
TIDMWJA
RNS Number : 2107K
Wameja Limited
31 August 2021
Appendix 4D
Wameja Limited
ABN 59 052 947 743
Half-year report and Appendix 4D
for the half-year ended 30 June 2021
The half-year financial report does not include notes of the type normally included in an annual financial report and should be read in conjunction with the 31 December 2020 financial report.
Half-year report & Appendix 4D
for the half year ended
30 June 2021
Contents
Results for announcement to the market 1
Directors' report
2
Auditor's independence declaration
5
Independent review report
6
Directors' declaration
8
Condensed consolidated statement of profit or loss and other comprehensive income 9
Condensed consolidated statement of financial position 10
Condensed consolidated statement of changes in equity 11
Condensed consolidated statement of cash flows 12
Notes to the condensed consolidated financial statements 13
Results for announcement to the market
Hot Features
Premium
Results A$ '000
Loss after tax from ordinary activities
attributable to members up 6% to 3,405
Loss after tax attributable to members up 6% to 3,405
Dividends (distributions) Amount per Franked amount
security per security
Current period
Interim dividend declared Nil c 0%
Final dividend paid Nil c 0%
-------------------
Previous corresponding period
Interim dividend declared Nil c 0%
Final dividend paid Nil c 0%
------------------ -------------
Record date for determining entitlements N/A
to the dividend.
Brief explanation of Key Information and Dividends
The Company is partnering with Mastercard to build the HomeSend
global payments hub. HomeSend enables cross-border transfer
between bank accounts, cards, mobile wallets, or cash outlets
from anywhere in the world. As a founding partner in the HomeSend
hub, Wameja helped conceive and bring the opportunity to market.
HomeSend is a joint venture of Wameja (35.26%) and Mastercard
(64.74%).
The net result of the consolidated entity for the half year
ended 30 June 2021 was a loss after tax for the period of $3.405
million (2020: $3.205 million loss). Loss per share was 0.3
cents (2020: loss per share 0.3 cents).
During the period, there was a net cash outflow of $5.700 million
(2020 year: net outflow of $6.45m) primarily resulting from
a net outflow from investing activities (mainly in relation
to investment to HomeSend) of $4.955 million. Cash at 30 June
2021 was $2.326 million.
On 10 September 2020, Wameja Limited entered into a Scheme Implementation
Agreement with Burst Acquisition Co. Pty Ltd, a company controlled
by Mastercard, for Burst Acquisition Co Pty Ltd to acquire all
of the issued capital of Wameja Limited for GBP0.08 per share
by way of a Scheme of Arrangement pursuant to Australian Law
under Part 5.1 of the Corporate Act ("the Scheme").
Subject to the relevant approvals, Scheme consideration will
be paid to Scheme Shareholders on the implementation date, which
is currently expected to be 21 September 2021 .
Directors' report
The Directors of Wameja Limited (the Company) submit herewith the financial report of Wameja Limited and its controlled entities (the Group) for the half-year ended 30 June 2021. In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:
Directors
The names of the Directors who held office during or since the end of the half year are:
John Conoley Non-executive Chairman James Brooke Non-executive Director Stephen Baldwin Non-executive Director James Hume Non-executive Director Thomas Rowe Company Secretary and non-executive Director
Review of Operations
This report is to be read in conjunction with other reports issued contemporaneously.
Wameja Limited is a public company listed on the Australian Securities Exchange (ASX:WJA) and the London Stock Exchange (AIM) (LSE:WJA).
The Company is partnering with Mastercard to build the HomeSend global payments hub. HomeSend enables cross-border transfer between bank accounts, cards, mobile wallets, or cash outlets from anywhere in the world. As a founding partner in the HomeSend hub, Wameja helped conceive and bring the opportunity to market. HomeSend is a joint venture of Wameja (35.26%) and Mastercard (64.74%).
The net result of the consolidated entity for the half year ended 30 June 2021 was a loss after tax of $3.405 million (2020: $3.205 million loss). Loss per share was 0.3 cents (2020: loss per share 0.3 cents).
During the period, there was a net cash outflow of $5.70 million primarily resulting from a net outflow from investing activities (mainly in relation to investment and advances to HomeSend) of $4.955 million. Cash at 30 June 2021 was $2.326 million.
On 10 September 2020, Wameja Limited entered into a Scheme Implementation Agreement with Burst Acquisition Co. Pty Ltd, a company controlled by Mastercard, for Burst Acquisition Co Pty Ltd to acquire all of the issued capital of Wameja Limited for GBP0.08 per share by way of a Scheme of Arrangement pursuant to Australian Law under Part 5.1 of the Corporations Act ("the Scheme").
Subject to the relevant approvals, the Scheme consideration will be paid to Scheme Shareholders on the implementation date, which is currently expected to be 21 September 2021.
Subsequent events
Impact of COVID-19
The impact of the Coronavirus (COVID 19) pandemic is ongoing and while COVID -- 19 has been financially neutral for the Group up to 30 June 2021, it is not practicable to estimate the extent of the potential impact, positive or negative, after the reporting date. The situation is continually developing and is dependent on measures imposed by the governments and authorities around the world, including vaccinations, quarantining, travel restrictions and any economic stimulus that may be provided.
Based on the information available to the directors as at the date of this financial report, there are no significant factors identified which would likely impact on the carrying value of the Group's investment in associate due to COVID-19. However, the directors consider that prolonged general economic impacts arising from COVID-19 may have a negative impact on the operations of the Group's associate. This in turn may impact the future recoverability of the Group's carrying value of the associate investment.
Directors' report
Subsequent events (continued)
Scheme of Arrangement
On 27 July 2021, the Company announced an Order to convene Scheme Meeting associated with the Scheme discussed above in the Review of Operations, and on 2 August 2021 the Company issued the notice for the shareholder meeting, explanatory statement and the terms of the Scheme to the shareholders and deposit interest holders. The proposed dates for the Scheme as announced by the Company are:
Scheme Meeting: 2 September
2021
Second Court Date: 9 September
2021
Effective Date (Last 10 September
day of trading) 2021
Record Date: 14 September
2021
Implementation (Payment) 21 September
Date 2021
No other matter or circumstance has occurred subsequent to period end that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations or the state of affairs of the entity in subsequent financial years.
Future developments
To the extent that the disclosure of information regarding likely developments in the operations of the Group in future financial years, and the expected results of those operations is likely to result in unreasonable prejudice to the Group, such information has not been disclosed in this report.
Environmental regulations
The Group operates primarily within the technology and telecommunication sector and conducts its business activities with respect for the environment while continuing to meet the expectations of shareholders, customers, employees and suppliers.
During the period under review, the Directors are not aware of any particular or significant environmental issues which have been raised in relation to the Group's operations.
Dividends
No dividends were declared or paid during this half year (2020: nil).
Share Options
Wameja Limited Employee Share Option Plan
The Company has an ownership-based remuneration scheme for executive directors, key management personnel and employees. In accordance with the provisions of the scheme, executive directors and employees may be granted options to acquire ordinary shares in the Company. The exercise of any share options is not dependent on any performance criteria, however, is dependent on a period of service relative to the vesting dates.
Share options granted to directors and senior management
During this half year and up to the date of this report the Company did not grant additional shares or options.
Details of unissued shares under option as at the date of this report are:
Number of
Issuing Entity shares Class of Exercise price Expiry date of
under option shares of option options
Wameja Limited 6,000,000 Ordinary $0.21 13 Mar 2022
Wameja Limited 3,350,000 Ordinary $0.21 24 Nov 2022
During the financial period and up to the date of this report, there were no options exercised or lapsed. On 14 March 2021, 3,000,000 $0.21 Executive Options and 1,575,000 $0.21 Employee Options expired. On 8 August 2021 additional 2,000,000 $0.21 Executive Options and 1,650,000 $0.21 Employee Options expired.
Directors' report
Auditor's Independence Declaration
The lead auditor's independence declaration under s 307C of the Corporations Act 2001 is set out on page 5 for the half-year ended 30 June 2021.
Rounding of Amounts
The Group has applied the relief available to it in ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 and accordingly certain amounts in the financial report and the directors' report have been rounded off to the nearest $1,000.
John Conoley
Executive Chairman
London, 31 August 2021
The Board of Directors
Wameja Limited
c/- Simpsons Solicitors
Level 2, Pier 8/9
23 Hickson Road
Millers Point NSW 2000
31 August 2021
Dear Board Members
Wameja Limited
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Wameja Limited.
As lead audit partner for the review of the half year financial report of Wameja Limited for the half year ended 30 June 2021, I declare that to the best of my knowledge and belief, there have been no contraventions of:
(i) The auditor independence requirements of the Corporations Act 2001 in relation to the review; and
(ii) Any applicable code of professional conduct in relation to the review.
Yours faithfully
DELOITTE TOUCHE TOHMATSU
Rajnil Kumar
Partner
Chartered Accountants
Independent Auditor's Review Report to the
Members of Wameja Limited
Conclusion
We have reviewed the half-year financial report of Wameja Limited (the "Company") and its subsidiaries (the "Group"), which comprises the condensed consolidated statement of financial position as at 30 June 2021, and the condensed consolidated statement of profit or loss and other comprehensive income, the condensed consolidated statement of cash flows and the condensed consolidated statement of changes in equity for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration.
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of the Group is not in accordance with the Corporations Act 2001, including:
-- Giving a true and fair view of the Group's financial position as at 30 June 2021 and of its performance for the half-year ended on that date; and
-- Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.
Basis for Conclusion
We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity. Our responsibilities are further described in the Auditor's Responsibilities for the Review of the Half-year Financial Report section of our report. We are independent of the Group in accordance with the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's review report.
Directors' Responsibilities for the Half-year Financial Report
The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
Auditor's Responsibilities for the Review of the Half-year Financial Report
Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group's financial position as at 30 June 2021 and its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.
A review of a half-year financial report consists of making enquiries, 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 Australian Auditing Standards 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.
Deloitte Touche Tohmatsu
Rajnil Kumar
Partner
Chartered Accountants
Parramatta, 31 August 2021
Directors' declaration
In accordance with a resolution of the directors of Wameja Limited, the directors of the company declare that:
1. the financial statements and notes, as set out on pages
9 to 16, are in accordance with the Corporations Act
2001, including:
a. complying with Accounting Standard AASB 134: Interim
Financial Reporting; and
b. giving a true and fair view of the financial position
as at 30 June 2021 and of the performance for the half
year ended on that date of the Consolidated Group.
2. in the directors' opinion there are reasonable grounds
to believe that the Company will be able to pay its
debts as and when they become due and payable.
On behalf of the Directors
John Conoley
Executive Chairman
London, 31 August 2021
Condensed consolidated statement of profit or loss and other comprehensive income for the half-year ended 30 June 2021
Consolidated
Half-Year
Half-Year Ended Ended
30 June 2021 30 June
Note $'000 2020 $'000
Continuing operations
Gain on dilution of investment
in associate 7 287 -
Finance and other costs (37) (17)
Foreign exchange gain/
(loss) (85) 660
Administration expenses (677) (659)
Share of profit/(loss)
of associate 7 (2,893) (3,189)
---------------- ------------
Loss before tax (3,405) (3,205)
Income tax expense - -
---------------- ------------
Loss for the period (3,405) (3,205)
---------------- ------------
Other comprehensive income/(loss),
net of tax
Items that may be reclassified
subsequently to profit
or loss
Exchange differences arising
on the translation of foreign
operations (nil tax impact) (306) 116
---------------- ------------
Total comprehensive income/(loss)
for the period (3,711) (3,089)
================ ============
Loss attributable to:
Equity holders of the parent (3,405) (3,205)
Total comprehensive income/(loss)
attributable to:
Equity holders of the parent (3,711) (3,089)
Earnings/(Loss) per share:
* Basic (cents per share) (0.3) (0.3)
* Diluted (cents per share) (0.3) (0.3)
Notes to the Financial Statements are included on pages 13 to 16
Condensed consolidated statement of financial position
as at 30 June 2021
Consolidated
----------------------------------------------------
30 June 2021 31 December 2020
Note $'000 $'000
Current Assets
Cash and cash equivalents 2,326 8,014
Other assets 30 -
Total Current Assets 2,356 8,014
Non-Current Assets
Investment in associates 7 25,532 23,585
Total Non-Current Assets 25,532 23,585
------------------------- -------------------------
Total Assets 27,888 31,599
------------------------- -------------------------
Current Liabilities
Trade and other payables 100 100
Total Current Liabilities 100 100
------------------------- -------------------------
Total Non-Current Liabilities - -
Total Liabilities 100 100
------------------------- -------------------------
Net Assets 27,788 31,499
========================= =========================
Equity
Issued capital 4 212,326 212,326
Reserves 5 4,207 4,513
Accumulated losses 8 (188,745) (185,340)
------------------------- -------------------------
Total Equity 27,788 31,499
========================= =========================
Notes to the Financial Statements are included on pages 13 to 16
Condensed consolidated statement of changes in equity
for the half-year ended 30 June 2021
Foreign Attributable
Currency Equity-settled to owners Non
Issued Translation benefits Accumulated of the controlling
Capital Reserve Reserve Losses parent Interest Total
$'000 $'000 $'000 $'000 $'000 $'000 $'000
Consolidated
Balance at 1
January 2021 212,326 337 4,176 (185,340) 31,499 - 31,499
------------------- -------------------- ----------------- ----------------------- ------------------- ------------- -------------------
Loss for the
period - - - (3,405) (3,405) - (3,405)
Exchange differences
arising on translation
of foreign operations - (306) - - (306) - (306)
------------------- -------------------- ----------------- ----------------------- ------------------- ------------- -------------------
Total comprehensive
income/(loss)
for the period - (306) - (3,405) (3,711) - (3,711)
------------------- -------------------- ----------------- ----------------------- ------------------- ------------- -------------------
Balance at 30
June 2021 212,326 31 4,176 (188,745) 27,788 - 27,788
------------------- -------------------- ----------------- ----------------------- ------------------- ------------- -------------------
Balance at 1
January 2020 212,326 879 4,043 (176,181) 41,067 - 41,067
------------------- -------------------- ----------------- ----------------------- ------------------- ------------- -------------------
Loss for the
period - - - (3,205) (3,205) - (3,205)
Exchange
differences
arising on
translation
of foreign
operations - 116 - - 116 - 116
------------------- -------------------- ----------------- ----------------------- ------------------- ------------- -------------------
Total
comprehensive
income/(loss)
for the
period - 116 - (3,205) (3,089) - (3,089)
Equity settled
payments - - 80 - 80 - 80
------------------- -------------------- ----------------- ----------------------- ------------------- ------------- -------------------
Balance at 30
June 2020 212,326 995 4,123 (179,386) 38,058 - 38,058
------------------- -------------------- ----------------- ----------------------- ------------------- ------------- -------------------
Notes to the Financial Statements are included on pages 13 to 16
Condensed consolidated statement of cash flows
for the half-year ended 30 June 2021
Consolidated
Half-Year Half-Year
Ended Ended
30 June 2021 30 June 2020
$'000 $'000
-------------- --------------
Cash Flows from Operating Activities
Payments to suppliers and employees (745) (357)
Net cash used in operating activities (745) (357)
-------------- --------------
Cash Flows from Investing Activities
Investment in HomeSend associate (4,955) (6,090)
Net cash used in investing activities (4,955) (6,090)
-------------- --------------
Cash Flows from Financing Activities
Net cash used in financing activities - -
-------------- --------------
Net Decrease in Cash and Cash Equivalents (5,700) (6,447)
Cash at the beginning of the period 8,014 11,636
Effects of exchange rate changes on
the balance of cash held in foreign
currencies 12 116
-------------- --------------
Cash and Cash Equivalents at the end
of the period 2,326 5,305
============== ==============
Notes to the Financial Statements are included on pages 13 to 16
Notes to the condensed consolidated financial statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
These general purpose interim financial statements for half-year reporting period ended 30 June 2021 have been prepared in accordance with requirements of the Corporations Act 2001 and Australian Accounting Standard AASB 134: Interim Financial Reporting. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards.
This interim financial report is intended to provide users with an update on the latest annual financial statements of Wameja Limited and its controlled entities (referred to as the "Consolidated Group" or "Group"). As such, it does not contain information that represents relatively insignificant changes occurring during the half-year within the Group. It is therefore recommended that this financial report be read in conjunction with the annual financial statements of the Group for the year ended 31 December 2020, together with any public announcements made during the following half-year.
These interim financial statements were authorised for issue on 31 August 2021.
(b) Accounting Policies
The same accounting policies and methods of computation have been followed in this interim financial report as were applied in the most recent annual financial statements.
The Group has considered the implications of new and amended Accounting Standards, but determined that their application to the financial statements is either not relevant or not material.
2. SEGMENT INFORMATION
AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance.
The Group operates in a single segment being the telecommunications software solutions business. Accordingly, all reported information in the financial report relates to this single segment.
3. ISSUANCES, REPURCHASED ANS REPAYMENT OF SECURITIES
During the current period the Company did not issue any shares (2020: nil).
No employee share options were exercised or cancelled in the period (2020: nil).
4. ISSUED CAPITAL
31 December
30 June 2021 2020
$'000 $'000
1,210,850,662 fully paid ordinary
shares
(2020: 1,210,850,662) 212,326 212,326
------------- ------------
30 June 2021 31 December 2020
No. '000 $'000 No. '000 $'000
---------- -------- ---------- --------
Fully Paid Ordinary Shares
Balance at the beginning of the
financial period 1,210,851 212,326 1,210,851 212,326
Balance at the end of the financial
period 1,210,851 212,326 1,210,851 212,326
---------- -------- ---------- --------
Notes to the condensed consolidated financial statements
5. RESERVES
30 June 2021 31 December
2020
$'000 $'000
Employee equity-settled benefit 4,176 4,176
Foreign currency translation 31 337
------------- ------------
4,207 4,513
------------- ------------
6. DIVIDS
No dividend has been paid or declared in respect of this half year (2020: $Nil).
7. INVESTMENT IN ASSOCIATES
Details of the material investment in associates at the end of the reporting period are as follows:
Name of Principal activity Place of incorporation Proportion of ownership
associate and principal interest and voting rights
place of business held by the Group
30 June 2021 31 December
2020
---------------------------- ------------------------ --------------- -------------
HomeSend Provision of international
SRCL (a) mobile money services Brussels, Belgium 35.26% 35.68%
---------------------------- ------------------------ --------------- -------------
a) HomeSend SRCL was formed on 3 April 2014. The Directors have determined that the Group exercises significant influence over HomeSend SRCL by virtue of its 35.26% voting power in shareholders meetings and its contractual right to appoint two out of six directors to the board of Directors of that Company.
The associate is accounted for using the equity method in these condensed consolidated financial statements.
b) Reconciliation of the carrying amount of the investment in associate:
30 June 31 December
2020
2021 $000
$000
Opening balance 23,585 25,463
Investment in associate (i),(ii) 4,955 6,090
Gain on dilution of investment in associate 287 -
(i)
Share of current period loss of the associate (2,893) (7,779)
Effects of foreign currency exchange movements (402) (189)
Closing balance 25,532 23,585
-------- ------------
(i) On 18 March 2021, the Company subscribed for EUR1,784,118 of shares in HomeSend SCRL. The equity contribution was part of a EUR6,000,000 capital raise with Mastercard agreeing to contribute an additional EUR1,000,000 over and above its proportionate interest in HomeSend SCRL. The additional investment by Mastercard resulted in a change in ownership interest held by the Company from 35.68% to 35.26%. The Company has consequently recognised a gain on dilution of investment in associate of $287,000 in the profit or loss.
(ii) On 23 June 2021, the Company subscribed for a further EUR1,410,588 of shares in HomeSend SCRL. The equity contribution was part of a EUR4,000,000 capital raise with Mastercard contributing the balance in proportion to its interest in HomeSend SCRL.
The funds from the capital raise are to be used to support the operational expenses of the HomeSend 2021 business plan and its minimum equity requirements for H2 2021.
Notes to the condensed consolidated financial statements
8. ACCUMULATED LOSSES
31 December
30 June 2021 2020
$'000 $'000
Balance at beginning of the financial period (185,340) (176,181)
Loss for the year attributable to equity holders
of the parent (3,405) (9,159)
Balance at end of financial period (188,745) (185,340)
------------- ------------
9. CONTINGENT LIABILITIES
a) Notices of Potential Claim
In July 2019, Wameja Limited ("Wameja" or the "Company") sold all the issued capital of eServGlobal Holdings SAS and its subsidiaries ("eServGlobal") to Seamless Distribution Systems AB ("Seamless"). The sale comprised the effective sale of Wameja's operating business. The sale and purchase agreement ("SPA") included an indemnity under which Wameja agreed to indemnify and hold Seamless harmless against any direct loss, damage or liability related to the lack of renewed licences for eServGlobal's use of a specific third party's intellectual property ("the Indemnity"). The third party is the provider of software embedded in all deployments of eServGlobal's "Paymobile" platform, eServGlobal's primary product.
At the end of September 2020, Wameja received a notification of potential claim under the Indemnity from Seamless regarding an issue that had arisen between Botswana Telecommunications ("BTC") (an eServGlobal customer) and the third-party software supplier. Seamless subsequently issued another notice with their estimation of the exposure under the Indemnity across BTC and other eServGlobal clients.
On 18 June 2021, Wameja, Mastercard, Seamless and the third party software provider referred to in the Indemnity entered into a settlement agreement to resolve the potential for any claim under the Indemnity or any similar claims under the SPA. This settlement agreement (to be funded by Mastercard) is conditional upon completion of the Scheme and accordingly, if the Scheme were not to complete, the settlement agreement would cease to have any effect and the potential for claims against Wameja under the Indemnity would remain.
In the event that the settlement agreement ceases, the directors continue to consider there to be no present obligation or material exposure under the Indemnity on the basis that:
-- there has to date been no claim by the third-party software supplier against Wameja or Seamless arising from the non - renewal of licences, or any other matter, and
-- Seamless has not particularised the basis under the SPA upon which it believes that there is a potential claim under the Indemnity.
No provision has been recognised in the financial report as at 30 June 2021.
b) Warranty claim
On 3 July 2020, the company received notification of a purported warranty claim from Seamless in relation to a French employee of eServGlobal SAS whose employment was terminated subsequent to completion of the sale of eServGlobal Holdings SAS to Seamless. The notification sought to claim EUR519,967 ($843,007) under the warranties contained within the SPA, being the amount including taxes, that the employee was seeking from eServGlobal SAS for compensation for loss of employment.
The directors have assessed and considered the purported warranty claim to be without merit and have advised Seamless as such, and rejected the suggestion that the liability to the employee is subject to the warranties in the SPA.
At the date of this financial report, there has been no further correspondence from Seamless on this matter and the directors maintain their position that the purported warranty claim is without merit.
Notes to the condensed consolidated financial statements
10. SUBSEQUENT EVENTS
Impact of COVID-19
The impact of the Coronavirus (COVID 19) pandemic is ongoing and while COVID -- 19 has been financially neutral for the Group up to 30 June 2021, it is not practicable to estimate the extent of the potential impact, positive or negative, after the reporting date. The situation is continually developing and is dependent on measures imposed by the governments and authorities around the world, including vaccinations, quarantining, travel restrictions and any economic stimulus that may be provided.
Based on the information available to the directors as at the date of this financial report, there are no significant factors identified which would likely impact on the carrying value of the Group's investment in associate due to COVID-19. However, the directors consider that prolonged general economic impacts arising from COVID-19 may have a negative impact on the operations of the Group's associate. This in turn may impact the future recoverability of the Group's carrying value of the associate investment.
Scheme of Arrangement
On 27 July 2021, the Company announced an Order to convene Scheme Meeting associated with the Scheme as disclosed in the Review of Operations section of the directors' report, and on 2 August 2021 the Company issued the notice for the shareholder meeting, explanatory statement and the terms of the Scheme to the shareholders and deposit interest holders. The proposed dates for the Scheme as announced by the Company are:
Scheme Meeting: 2 September
2021
Second Court Date: 9 September
2021
Effective Date (Last 10 September
day of trading) 2021
Record Date: 14 September
2021
Implementation (Payment) 21 September
Date 2021
No other matter or circumstance has occurred subsequent to period end that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations or the state of affairs of the entity in subsequent financial years.
11. Other information required to be given to ASX under listing rule 4.2A.3
Net tangible assets per Current period 31 December security 2020 Net tangible assets per 2.29 cents 2.60 cents security
Dividends
Amount Amount Franked Amount Date paid/
per security amount per security payable
per security of foreign
at 30% source
tax dividend
Interim dividend: Current Nil N/A N/A N/A N/A
year
Previous period Nil N/A N/A N/A N/A
-------------
Final dividend paid
in respect of previous
financial year:
Nil N/A N/A N/A N/A
Current period:
Final dividend
Previous corresponding
period: Nil N/A N/A N/A N/A
Special dividend
Final dividend
-------------
The dividend or distribution plans shown below are in operation.
N/A.
The last date(s) for receipt of
election notices for the dividend N/A
or distribution plans
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IR FIFLTTLILVIL
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