23rd Dec 2014 07:00
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).
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