24th Mar 2014 11:40
LONDON (Alliance News) - MoneySwap PLC Monday said it has converted USD4.3 million worth of loans and interest into 192.3 million shares at a 1.35 pence conversion price, while noting that Executive Director Emma Xu is to become a non-executive director in order to spend more time with her family and other business interests.
In a statement, the payments company said the 1.35 pence conversion price is higher than originally required under the previous loan agreements, representing a 90% premium to over the expected contractual 0.7 pence. MoneySwap shares were Monday quoted at 0.740 pence, down 1.3%.
The converted loans include those provided to MoneySwap by Heng-Jui Lin, Kolarmy Technology, Inc. and Power Capital Forex Management Ltd.
The conversion leaves MoneySwap with USD2.1 million in outstanding loans, plus accrued interest.
Having relied on the loans for the past 18 months, MoneySwap said it is considering its options in order to support its strategy for UK growth.
These options include equity or debt fundraising.
The variation of the loan in respect of the conversion price has been deemed a related-party transaction under AIM rules because Heng-Jui Lin is a substantial shareholder in MoneySwap and controls Kolarmy Technology, Inc. and Power Capital Forex Management Ltd.
MoneySwap consulted nominated adviser Allenby Capital Ltd and decided that the variation of the loan conversion price is "fair and reasonable" to shareholders.
In addition, MoneySwap has issued 9.4 million new shares to its directors to pay USD212,502 in fees they earned between 2012 and 2014.
On top of that, 2.3 million shares were issued to pay consulting fees in 2013 and 2014.
The loan conversion shares, the director fee shares and the consulting fee shares are subject to a 120-day lock-in period.
The new shares are expected to begin trading on AIM on or around March 28.
Heng-Jui Lin now has a beneficial interest in 18.53% of MoneySwap's enlarged share capital, while Ton Yuan Enterprise Ltd, a company owned by Chien-Wei Kao, now has a 24.14% total beneficial interest.
"This is an exciting time for MoneySwap as we look to capitalise on the increasing number of Chinese visitors to the UK and build a comprehensive UK merchant customer base, both directly through our own sales force and indirectly through agreements with major independent global payment service providers," Kung Min Lin, chairman, said in a statement.
Full details of the director fee shares are as follows:
Director | Outstanding fees to be converted | Number of Director Fee Shares issued | Total number of Ordinary Shares held following issue of the Director Fee Shares | Percentage of the enlarged share capital of the Company |
Chief Executive Richard Proksa | USD25,000 | 1,112,100 | 27,112,100 | 4.29% |
Chairman Kung-Min Lin | USD112,500 | 5,004,448 | 55,856,448 | 8.85% |
Non-executive Director Javier Amo Fernández de Ávila | USD25,000 | 1,112,100 | 1,112,100 | 0.18% |
Non-executive Director Craig Niven | USD25,002 | 1,112,189 | 1,112,189 | 0.18% |
Non-executive Director Saihua 'Emma' Xu | USD25,000 | 1,112,100 | 6,945,433 | 1.10% |
Total | USD212,502 | 9,452,937 | 92,138,270 | 14.60% |
By Samuel Agini; [email protected]; @samuelagini
Copyright © 2014 Alliance News Limited. All Rights Reserved.
Related Shares:
SWAP.L