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Half Yearly Report

23rd Dec 2014 07:00

RNS Number : 4883A
MoneySwap Plc
23 December 2014
 



MoneySwap Plc

("MoneySwap" or the "Company")

 

Interim results for six months ended 30 September 2014

 

MoneySwap (AIM: SWAP), the provider of payment solutions to online and point of sale merchants licenced for UnionPay in the UK and the provider for UnionPay MoneyExpress service enabling overseas persons to send funds directly to UnionPay cardholders in China, is pleased to announce the Company's results for the six months ended 30 September 2014.

 

A copy of the interim accounts will shortly be made available on the Company's website, www.moneyswapholdings.com.

 

For further information, please contact:

 

MoneySwap Plc

Allenby Capital Limited

MoneySwap Plc

Nominated Adviser

Financial PR

Richard Proksa

Chief Executive Officer

Nick Naylor

Alex Price

James Reeve

Fiona Fenn Smith

+852 3919 9888

+44 20 3328 5656

+44 7712 101922

 

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 also offers prepaid card services working with partners such as Corner Bank, Switzerland and Visa and offers an online peer to peer platform for currency exchange and payments. 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.

 

 

CHIEF EXECUTIVE OFFICER'S STATEMENT

 

Financial Review

 

For the six month period ended 30 September 2014, revenues were US$101,000 as compared with US$270,000 during the six months ended 30 September 2013. Operating expenses decreased for the period to US$1.8 million as compared with US$2.8million for the six months ended 30 September 2013. This led to the improvement of the Group's operating results and loss for the period which decreased to US$1.7 million (2013 H1 loss: US$2.7 million).

 

Working Capital

 

The Company has, during the period under review, primarily been financed through third-party loans to the company totaling US$1,205,000. These loans bear interest at 5% per annum and have terms of two years. According to the loan agreements, 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 1 April 2016 to 4 September 2016. The conversion price shall be calculated as the average closing market price of an ordinary share in the Company for the ten business days prior to the conversion dates.

 

Subsequent to the period under review, the Company has received a further US$491,000 of loans from the same unrelated third party on identical terms. The total loan outstanding to this third party is now US$1,696,000. The Company remains reliant on such funding in order to continue its business operations and will remain so until such time as the Company is able to secure additional equity capital or alternatively until such time as it generates sufficient revenue in order to be self-supporting. There can be no guarantee that these working capital loans will continue, the Company will be able to secure additional equity capital or that it will generate sufficient revenue in order to be self-supporting.

 

Outlook

 

We continue to focus on our UnionPay business in the UK, which enables merchants to accept payment by UnionPay cards either through in-store or online transactions. To this end we continue to integrate a number of key payment service providers to our own UnionPay gateway. Development on the multi-card POS solution which will enable merchants to accept various cards including UnionPay, through a single POS terminal is also continuing.

 

Though the UnionPay card is being recognized by more merchants in the UK we find that revenue uptake is still hampered by general lack of awareness.

 

Our trade association partners such as VisitBritian, ALVA and City of London Corporation, are continuing to promote our brand and raise awareness.

 

Of the new agreements signed enabling organisations to accept UnionPay cards we will mention two. The Museum of London now accepts UnionPay cards. Also shoppers from China can use their UnionPay card to purchase flex-e-card gift cards which are used to purchase goods and services at the Westfield shopping centres and at shopping malls owned by Intu.

 

Our MoneyExpress services are available on our website and progress is being made with potential users. We anticipate that we will see meaningful revenue generation from this offering in 2015.

 

 

 

Richard V. Proksa

Chief Executive Officer

Date: 23 December 2014

 

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2014

 

Six months

Six months

Year

ended

ended

ended

Notes

30 Sep 2014

30 Sep 2013

31 Mar 2014

US$

US$

US$

Unaudited

Unaudited

Audited

Revenue

2

101,262

270,064

369,420

Cost of sales

2

(40,224)

(156,207)

(202,300)

Gross profit

2

61,038

113,857

167,120

Other income

2, 3

35,847

124

3,049

Administrative and operating expenses

(1,839,849)

(2,811,201)

(4,803,952)

Loss before taxation

 

(1,742,964)

(2,697,220)

(4,633,783)

Taxation

4

-

(3,263)

(3,259)

Loss for the period/year

(1,742,964)

(2,700,483)

(4,637,042)

Other comprehensive (loss)/income for the period/year

Item that may be reclassified subsequently to profit or

loss:

Exchange differences on translating foreign operations

(27,981)

594,203

483,336

Total comprehensive loss for the period/year

(1,770,945)

(2,106,280)

(4,153,706)

Loss for the period/year attributable to:

Owners of the Company

(1,742,964)

(2,700,483)

(4,637,042)

Total comprehensive loss for the period/year attributable to:

Owners of the Company

(1,770,945)

(2,106,280)

(4,153,706)

 

 

Loss per share:

US Cent

US Cent

US Cent

Basic and diluted

5

(0.28)

(0.64)

(1.08)

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2014

 

Notes

 

30 Sep 2014

 

30 Sep 2013

 

31 Mar 2014

US$

US$

US$

Unaudited

Unaudited

Audited

ASSETS

Non-current assets

Property, plant and equipment

6

126,442

246,290

181,212

Goodwill

7

575,250

571,722

589,419

Intangible assets

420,436

558,154

470,572

Total non-current assets

1,122,128

1,376,166

1,241,203

Current assets

Trade receivables

8

2,054

1,887

2,094

Other receivables and prepayments

279,838

379,080

267,303

Cash and cash equivalents

91,044

246,907

157,089

Total current assets

372,936

627,874

426,486

TOTAL ASSETS

1,495,064

2,004,040

1,667,689

EQUITY AND LIABILITIES

Equity attributable to equity holders of the Company

Share capital

9

1,023,504

687,072

1,023,504

Share premium

9

14,895,958

10,637,241

14,895,958

Share-based payment reserve

10

705,372

912,852

663,655

Foreign currency translation reserve

215

139,063

28,196

Combination reserve

3,456,928

3,456,928

3,456,928

Retained earnings

(24,341,632)

(20,963,477)

(22,598,668)

Total deficit attributable to equity holders of the Company

(4,259,655)

(5,130,321)

(2,530,427)

Non-current liabilities

Convertible loan notes

11

1,815,000

4,954,417

610,000

Total deficit and non-current liabilities

(2,444,655)

(175,904)

(1,920,427)

Current liabilities

Trade and other payables

2,348,747

2,179,944

2,037,422

Convertible loan notes

11

1,590,972

-

1,550,694

Total current liabilities

3,939,719

2,179,944

3,588,116

TOTAL EQUITY AND LIABILITIES

1,495,064

2,004,040

1,667,689

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2014

 

Six months

Six months

Year

ended

ended

ended

Notes

30 Sep 2014

30 Sep 2013

31 Mar 2014

US$

US$

US$

Unaudited

Unaudited

Audited

Net cash used in operating activities

12

(1,201,266)

(1,424,713)

(2,765,295)

Cash flow from investing activities

Purchase of property, plant and equipment

-

(678)

(838)

Proceeds from disposal of property, plant and equipment

-

484

469

Purchase of intangible assets

(54,919)

-

-

Net cash used in investing activities

(54,919)

(194)

(369)

Cash flow from financing activities

Proceeds from convertible loan notes

11

1,205,000

1,382,000

2,651,000

Net cash generated from financing activities

1,205,000

1,382,000

2,651,000

Net decrease in cash and cash equivalents

(51,185)

(42,907)

(114,664)

Cash and cash equivalents at beginning of the period/year

157,089

295,017

295,017

Effect of foreign exchange rate changes

(14,860)

(5,203)

(23,264)

Cash and cash equivalents at end of the period/year

91,044

246,907

157,089

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2014

 

Share capital

Share premium

Share-based payment reserve

Foreign currency translation reserve

Combination reserve

Retained earnings

Total

US$

US$

US$

US$

US$

US$

US$

Balance at 1 April 2013

 

677,285

10,588,310

918,234

(455,140)

3,456,928

(18,262,994)

(3,077,377)

Loss for the period

-

-

-

-

-

(2,700,483)

(2,700,483)

Other comprehensive income

-

-

-

594,203

-

-

594,203

Total comprehensive loss for

the period

 

-

 

-

 

-

 

594,203

 

-

 

(2,700,483)

 

(2,106,280)

Issue of share capital

9,787

48,931

-

-

-

-

58,718

Equity-settled share-based

transactions

- charged for the period

-

-

35,114

-

-

-

35,114

- forfeited during the period

-

-

(40,496)

-

-

(40,496)

Balance at 30 September

2013 (unaudited)

 

687,072

 

10,637,241

 

912,852

 

139,063

 

3,456,928

 

(20,963,477)

 

(5,130,321)

Balance at 1 April 2014

1,023,504

14,895,958

663,655

28,196

3,456,928

(22,598,668)

(2,530,427)

Loss for the period

-

-

-

-

-

(1,742,964)

(1,742,964)

Other comprehensive loss

-

-

-

(27,981)

-

-

(27,981)

Total comprehensive loss for

the period

 

-

 

-

 

-

 

(27,981)

 

-

 

(1,742,964)

 

(1,770,945)

Equity-settled share-based

transactions

- charged for the period

-

-

45,342

-

-

-

45,342

- forfeited during the period

-

-

(3,625)

-

-

(3,625)

Balance at 30 September

2014 (unaudited)

 

1,023,504

 

14,895,958

 

705,372

 

215

 

3,456,928

 

(24,341,632)

 

(4,259,655)

 

 

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2014

 

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 Gibraltar Companies (Accounts) Act 1999, and were approved by the Board of directors on 23 December 2014. The consolidated financial statements for the year ended 31 March 2014 were prepared under International Financial Reporting Standards ("IFRS"). 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 expense. 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 2014.

 

The accounting policies applied by the Group in the interim consolidated financial statements comply with each International Financial Reporting Standards that is mandatory for accounting for the six months ended 30 September 2014. These policies are consistent with those adopted in the Group's consolidated financial statements for the year ended 31 March 2014 and those which will be adopted in the Group's consolidated financial statements for the year ending 31 March 2015.

 

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 three business lines as described below, which are managed separately as they require different strategies:

- Prepaid cards ("PP cards")

- Merchant acquisition for China UnionPay ("Merchant acquisition")

- Small and medium-sized entities ("SMEs") and International remittance

 

For the Group's internal reporting process, operating performance for SMEs and International remittance are assessed together and therefore, their segmental results are combined.

 

The directors consider that 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 2014

30 Sep 2013

31 Mar 2014

US$

US$

US$

Prepaid cards

Revenue

-

19,360

19,633

Cost of sales

(510)

(7,806)

(14,295)

Segmental net (loss)/profit

(510)

11,554

5,338

Merchant acquisition

Revenue

87,838

237,124

320,546

Cost of sales

(39,714)

(148,401)

(188,005)

Segmental gross profit

48,124

88,723

132,541

IT infrastructure costs

(53,702)

(49,148)

(95,974)

Segmental net (loss)/profit

(5,578)

39,575

36,567

SMEs and International remittance

Revenue

13,424

13,580

29,241

Cost of sales

-

-

-

Segmental gross profit

13,424

13,580

29,241

Consolidated

Revenue

101,262

270,064

369,420

Cost of sales

(40,224)

(156,207)

(202,300)

Gross profit

61,038

113,857

167,120

Other income

35,847

124

3,049

Amortisation

(101,807)

(87,764)

(182,479)

Depreciation

(61,004)

(63,134)

(125,968)

Other administrative and operating expenses

(1,677,038)

(2,660,303)

(4,495,505)

Loss before taxation

(1,742,964)

(2,697,220)

(4,633,783)

Taxation

-

(3,263)

(3,259)

Loss for the period/year

(1,742,964)

(2,700,483)

(4,637,042)

 

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 2014

 

Segmental revenue from external customers

87,838

13,424

101,262

Capital expenditure

-

54,919

54,919

Segmental total assets

116,259

1,378,785

1,495,044

Segmental information for the six months ended 30 September 2013

 

Segmental revenue from external customers

237,124

32,940

270,064

Capital expenditure

-

678

678

Segmental total assets

745,900

1,258,140

2,004,040

 

Segmental information for the year ended 31 March 2014

 

Segmental revenue from external customers

320,546

48,874

369,420

Capital expenditure

-

838

838

Segmental total assets

290,537

1,377,152

1,667,689

 

The major changes in segment assets during the period mainly relate to the decrease in property, plant and equipment and intangible assets for normal depreciation/amortisation, and in cash and cash equivalents as used in daily operations.

 

3 Other income

 

Six months

Six months

Year

ended

ended

ended

30 Sep 2014

30 Sep 2013

31 Mar 2014

US$

US$

US$

Bank interest income

8

124

184

Write-back of payables

21,787

-

-

Others

14,052

-

2,865

35,847

124

3,049

 

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 2014

30 Sep 2013

31 Mar 2014

US$

US$

US$

Net loss attributable to ordinary shareholders

(1,742,964)

(2,700,483)

(4,637,042)

Weighted average number of ordinary shares

Issued ordinary shares at beginning of the period/year

631,401,687

420,870,655

420,870,655

Effect of share allotments

-

3,375,644

9,374,384

Weighted average number of ordinary shares at end of the period/year

 

631,401,687

 

424,246,299

 

430,245,039

Basic and diluted loss per share (US Cent)

(0.28)

(0.64)

(1.08)

 

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, plant and equipment

 

During the six months ended 30 September 2014, the Group acquired assets with a cost of US$nil (six months ended 30 September 2013: US$700; year ended 31 March 2014: US$800).

 

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 2014.

 

The recoverable amount of the cash-generating unit was determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets prepared by the directors of the Company covering a five-year period with a growth rate of 2% from 2015 onwards and a discount rate of 16%. The discount rate is the average of selected comparable companies' weighted average cost of capital.

 

As at 30 September 2014, 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 2014

30 Sep 2013

31 Mar 2014

US$

US$

US$

Cost

At 1 April

589,419

538,679

538,679

Exchange realignment

(14,169)

33,043

50,740

At 30 September/31 March

575,250

571,722

589,419

 

8 Trade receivables

 

30 Sep 2014

30 Sep 2013

31 Mar 2014

US$

US$

US$

Trade debtors

2,054

1,887

2,094

 

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 2014

30 Sep 2013

31 Mar 2014

US$

US$

US$

Past due 1-30 days

-

94

-

Past due 31-90 days

-

142

64

Past due 91-120 days

-

83

44

Past due over 120 days

2,054

1,568

1,986

2,054

1,887

2,094

 

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 2014 of trade receivables approximates to their fair value.

 

9 Capital and reserves

 

Share capital and share premium

 

30 Sep 2014

30 Sep 2013

31 Mar 2014

Number

Share

Share

Number

Share

Share

Number

Share

Share

 

of shares

capital

premium

of shares

capital

premium

of shares

capital

premium

 

US$

US$

US$

US$

US$

US$

 

 

Allotted, issued and fully paid, at £0.001 each

 

 

At beginning of the period/year

 

631,401,687

 

1,023,504

 

14,895,958

 

420,870,655

 

677,285

 

10,588,310

 

420,870,655

 

677,285

 

10,588,310

 

 

Shares issued for conversion of loans and interest

-

-

-

-

-

-

192,319,430

317,020

4,006,321

 

Shares issued for settlement of payables to directors

-

-

-

6,434,822

9,787

48,931

15,887,759

25,368

253,398

 

Shares issued for settlement of other payables

-

-

-

-

-

-

2,323,843

3,831

47,929

 

 

At end of the period/year

631,401,687

1,023,504

14,895,958

427,305,477

687,072

10,637,241

631,401,687

1,023,504

14,895,958

 

 

Dividends

 

The directors do not recommend the payment of a dividend for the six months ended 30 September 2014 (six months ended 30 September 2013: US$nil; year ended 31 March 2014: US$nil).

 

10 Share-based payments

 

Share benefit charges

Six months

Six months

Year

ended

ended

ended

30 Sep 2014

30 Sep 2013

31 Mar 2014

US$

US$

US$

Charges in respect of share options granted

46,809

33,559

89,948

Credit in respect of forfeiture of share options

(3,742)

(40,266)

(18,212)

Charge/(credit) for the period/year

43,067

(6,707)

71,736

 

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 2011

25 August 2011

23 December 2013

Options outstanding at 1 April 2014

9,100,000

5,088,767

22,750,000

Options forfeited during the period

-

-

(1,472,000)

Options outstanding at 30 September 2014

9,100,000

5,088,767

21,278,000

Exercise price

£0.03 - £0.05

£0.03 - £0.05

£0.01

Share price at date of grant

£0.05

£0.05

£0.0075

Contractual life (years)

10

5

5

Vesting date

12 February 2012

to 12 August 2014

31 August 2011

31 March 2014

to 9 April 2015

Settlement

Shares

Shares

Shares

Expected volatility

53.9%

58.3%

46.9%

Expected option life at date of grant (years)

10

5

5

Risk free interest rate

2.87%

1.51%

1.93%

Expected dividend yield

0%

0%

0%

Fair value per option at date of grant

£0.027 - £0.033

£0.025 - £0.032

£0.0022 - £0.0026

 

The number and weighted average exercise prices of share options are as follows:

 

Weighted

Weighted

Weighted

average

average

average

Number of

exercise

Number of

exercise

Number of

exercise

options

price

options

price

options

price

30 Sep 2014

30 Sep 2014

30 Sep 2013

30 Sep 2013

31 Mar 2014

31 Mar 2014

£

£

£

Outstanding at

beginning of the

period/year

36,938,767

0.02

24,163,767

0.04

24,163,767

0.04

Granted during the

period/year

-

-

-

-

24,350,000

0.01

Forfeited during the

period/year

 

(1,472,000)

 

0.01

 

(4,200,000)

 

0.05

 

(11,575,000)

 

0.03

Outstanding at end of the period/year

 

35,466,767

 

0.02

 

19,963,767

 

0.04

 

36,938,767

 

0.02

Exercisable at end of

the period/year

 

30,649,267

 

0.03

 

17,233,767

 

0.04

 

13,907,767

 

0.04

 

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 £0.05 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 and annual departures are assumed to be 0%.

5. Expected annual departures is assumed to be 0%/5%.

 

1,472,000 of the share options forfeited during the period due to resignation of the grantee as employee of the Group.

 

11 Convertible loan notes

 

The Group received loans from various related and unrelated parties and outstanding as follows:

 

30 Sep 2014

30 Sep 2013

31 Mar 2014

Notes

US$

US$

US$

Power Capital Forex Management Limited

(a)

-

510,000

-

Henry Lin

(a)

-

100,000

-

Kolarmy Technology Inc.

(a)

-

100,000

-

Ton Yuan Enterprise Limited

(a)

-

2,734,000

-

Ton Yuan Enterprise Limited

(b)

610,000

-

610,000

Unrelated party A

(c)

1,205,000

-

-

Unrelated party B

(d)

350,000

350,000

350,000

Unrelated party C

(d)

100,000

100,000

100,000

Unrelated party D

(d)

1,000,000

1,000,000

1,000,000

3,265,000

4,894,000

2,060,000

Uplift for 10% discount on conversion price

(d)

140,972

60,417

100,694

3,405,972

4,954,417

2,160,694

 

(a) During the period from May 2012 to September 2013, the Group obtained certain loans from three related parties and a then independent third party, Ton Yuan Enterprise Limited. 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 original loan agreements, i.e., ranging from 22 May 2014 to 23 September 2015. 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.

 

In March 2014, these loans and some further loans received from October 2013 to December 2013, together with the accrued loan interest, were converted into ordinary shares of the Company at a conversion price of £0.0135 (equivalent to US$0.02248), resulting in issue of 192,319,430 ordinary shares. Ton Yuan Enterprise Limited then became a significant shareholder of the Company.

 

(b) During the period from January 2014 to March 2014, the Company received further loans from Ton Yuan Enterprise Limited. 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 7 January 2016 to 6 March 2016. 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.

 

(c) During the period from April 2014 to September 2014, 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 1 April 2016 to 4 September 2016. 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.

 

(d) On 7 December 2012, 10 December 2012 and 8 January 2013, the Group issued convertible loan notes to three independent third parties, totally US$1,450,000. The notes carry 10% annual coupon with maturity dates in two years' time, at which point the note holders may request repayment of the outstanding principal plus any accrued interest. Should the note holders not request repayment then the repayment date will automatically be extended for 12 months. The Group has the option to repay the notes at any time from six months after the loan agreements.

 

The note holders may also choose to convert the loans into ordinary shares of the Company at the maturity dates ranging from 7 December 2014 to 8 January 2015. 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 maturity dates less 10% discount.

 

Subsequent to the period end, the Group has agreed with holders of US$350,000 and US$100,000 of the notes to extend the maturity date by six months to 7 June 2015 and three months to 10 March 2015 respectively. All other terms of the notes remain the same.

 

12 Net cash outflow from operating activities

 

Six months

Six months

Year

ended

ended

ended

30 Sep 2014

30 Sep 2013

31 Mar 2014

US$

US$

US$

Loss before taxation

(1,742,964)

(2,697,220)

(4,633,783)

Foreign exchange (gain)/loss

(32,467)

577,674

441,618

Depreciation and amortisation

162,811

150,898

308,447

Equity-settled share-based payment expenses/(credit)

43,067

(6,707)

71,736

Interest on convertible loan notes

144,241

186,772

385,515

Loss on disposal of property, plant and equipment

-

2,719

2,732

(1,425,312)

(1,785,864)

(3,423,735)

Changes in working capital

Trade receivables

27

(1,302)

(1,528)

Other receivables and prepayments

(14,082)

1,967

110,021

Trade and other payables

238,101

377,132

566,089

Income tax paid

-

(16,646)

(16,142)

Net cash used in operating activities

(1,201,266)

(1,424,713)

(2,765,295)

 

13 Commitments

 

Capital commitments

 

At 30 September 2014, there were no capital commitments (30 September 2013: US$nil; 31 March 2014: US$nil) that had been contracted but not provided for.

 

Operating lease commitments

 

At 30 September 2014, the Group had total future minimum lease payments under non-cancellable operating leases payable as follows:

 

30 Sep 2014

30 Sep 2013

31 Mar 2014

US$

US$

US$

Within one year

27,255

29,675

137,508

 

The Group is the lessee in respect of its office premises and staff quarter held under operating leases. The leases run for an initial period of one month to one year, with an option to renew the leases when all terms are renegotiated. The leases do not include contingent rentals.

 

14 Contingent liabilities

 

There were no contingent liabilities at 30 September 2014 (30 September 2013: US$nil; 31 March 2014: US$nil).

 

15 Investments in subsidiaries

 

The Company holds issued share capital of the following subsidiary undertakings:

 

Company Country of Held directly Class Percentage

incorporation or indirectly holding

Money Swap Holdings Limited Hong Kong Directly Ordinary 100%

MoneySwap Payment Solution Corp. # Philippines Directly Ordinary 100%

MoneySwap Limited United Kingdom Indirectly Ordinary 100%

MoneySwap FX Limited United Kingdom Indirectly Ordinary 100%

MoneySwap Cyprus Limited Cyprus Indirectly Ordinary 100%

MS Customer Services Limited Taiwan Indirectly Ordinary 100%

Money Swap Exchange Limited Hong Kong Indirectly Ordinary 100%

MS Services Center Limited Hong Kong Indirectly Ordinary 100%

Money Swap Financial E-Service People's

(Shanghai) Co., Limited # Republic of

China Indirectly Ordinary 100%

MS Payment Solutions Limited Hong Kong Indirectly Ordinary 100%

MS Card Services Limited Hong Kong Indirectly Ordinary 100%

 

# Reporting date for these subsidiaries is 31 December, different from the Group due to local statutory requirements.

 

During the period, the Group closed down MoneySwap Australia Pty. Ltd. and MoneySwap (Thailand) Co., Ltd., incorporated in Australia and Thailand respectively.

 

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 2014

30 Sep 2013

31 Mar 2014

Notes

US$

US$

US$

Loans received from Ton Yuan Enterprise Limited

-

-

610,000

Value of shares issued to related parties for conversion of loans and interest

-

-

897,313

Value of shares issued to directors for settlement of payables

-

62,323

278,766

Value of shares issued to a related party for settlement of payables

-

-

51,760

Charges/(credit) in respect of share options granted to directors and employees

(a)

28,574

25,766

(262,560)

Key management personnel remuneration

(b)

257,812

269,962

536,262

Amounts due to directors

(c)

512,405

325,690

308,618

Amount due to a related company

(d)

222,641

223,258

222,334

 

(a) On 12 August 2011, 18 October 2011 and 23 December 2013, the Company granted options over 53,438,767 ordinary shares to the Group's directors, employees and consultant, exercisable for half to ten years at £0.01 to £0.05 per ordinary share. 16,500,000 of the share options forfeited in previous years and a further 1,472,000 share options forfeited during the period due to resignation of the grantees as employees of the Group.

(b) Key management personnel remuneration

Six months

Six months

Year

ended

ended

ended

30 Sep 2014

30 Sep 2013

31 Mar 2014

US$

US$

US$

Salaries, allowances and benefits in kind

256,341

261,652

523,091

Share-based payments

1,471

8,310

13,171

257,812

269,962

536,262

 

(c) Amounts due to directors represent outstanding fees to directors as follows:

30 Sep 2014

30 Sep 2013

31 Mar 2014

US$

US$

US$

Craig Niven

32,414

8,509

8,330

Javier Amo Fernández de Ávila

84,167

60,483

61,356

Kung-Min Lin

48,618

90,591

12,494

Richard Victor Proksa

313,980

145,588

217,276

Saihua Xu

33,226

20,519

9,162

512,405

325,690

308,618

 

(d) The amount is due to Power Capital Holdings Limited. Kung-Min Lin, the Group's Chairman, and Richard Victor Proksa, the Group's Chief Executive Officer, have an interest in Power Capital Holdings Limited and are directors of it. In the amount due to Power Capital Holdings Limited there were exchange differences between Renminbi and United States dollars.

 

17 Ultimate controlling party

 

As at 30 September 2014, the Group had no ultimate controlling party.

 

18 Post balance sheet events

 

Subsequent to the period end, the Group received loans of US$491,000 from an unrelated party. The loans bear interest at 5% per annum and terms of two years. According to the agreements signed, 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 7 October 2016 to 18 December 2016. 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.

 

Subsequent to the period end, the Group has agreed with holders of US$350,000 and US$100,000 of the convertible loan notes to extend the maturity date by six months to 7 June 2015 and three months to 10 March 2015 respectively. All other terms of the notes remain the same. Details of the notes are disclosed in note 11(d).

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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