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Interim Results

19th Dec 2013 07:00

RNS Number : 9471V
MoneySwap Plc
19 December 2013
 



MoneySwap Plc

("MoneySwap", the "Company" or the "Group")

19 December 2013

Interim results for six months ended 30 September 2013

 

MoneySwap (AIM: SWAP), the provider of payment solutions to both online and point of sale merchants licenced by China UnionPay ("CUP" also known as "UnionPay") for the UK, is pleased to announce the Company's results for the six months ended 30 September 2013.

 

Highlights from Period

 

· Launch of UnionPay payment solutions in the UK:

o Point of sale and online services enabling UK merchants to accept payments from UnionPay, China's largest bank card payment processor

o UnionPay MoneyExpress service enabling funds to be sent from outside China directly to UnionPay debit and credit cardholders within China

· Targeting agreements with sales partners with established UK merchant customer bases as well as directly with several large merchant groups in the UK - discussions on-going

· Six-month revenues totalled US$270,000 (2012: US$14,000) - the majority generated through MoneySwap's CUP payment services from legacy relationships with merchants in territories outside the UK

· Loss for period of US$2.7 million (2012: US$4.1 million - which included exceptional loss of US$1.7 million)

 

Richard Proksa, Chief Executive Officer of MoneySwap, said:

 

"With the recent simplification of applying for a visa for Chinese visitors to enter the UK, we expect spending to increase beyond the £302 million spent by Chinese tourists during 2012. The launch of our UnionPay point of sale and online gateways along with the appointment of our UK sales team, puts MoneySwap in a strong position to tap into the growing need for UK merchants to be able to service the expected growth in the number of Chinese visitors to the UK, for whom the UnionPay card is the bankcard of choice. "

 

For further information, please contact:

 

MoneySwap Plc

Allenby Capital Limited

St Brides Media and Finance Ltd

Nominated Adviser

Financial PR

Richard Proksa

Chief Executive Officer

Nick Naylor

Alex Price

James Reeve

Frank Buhagiar

Susie Geliher

 

+852 3919 9888

+44 20 3328 5656

+44 20 7236 1177

 

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 addition, UnionPay has licensed MoneySwap for its MoneyExpress service which enables overseas persons to send funds directly to UnionPay cardholders in China. The Group 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

 

In April and May 2012, MoneySwap secured licences for UnionPay, China's largest bankcard payment processor, to act as a merchant acquirer covering both online and point of sale (POS) transactions in the United Kingdom. Under the terms of our licences, for every transaction processed using our payment gateways, MoneySwap receives a fee.

 

With tried and tested payment solutions in place and a highly experienced UK sales team appointed during July and August 2013, we implemented a three-pronged growth strategy. Firstly, MoneySwap offers a one stop solution for UnionPay services which encompasses both point of sale and online payment solutions. This benefits merchants who not only have a bricks and mortar presence but also want to sell goods and services online. Secondly, to accelerate our route to market, we are discussing partnerships with major sales partners, specifically payment service providers and independent sales organisations, who have large established merchant bases. Utilising their in-house sales resources, we intend to work with them to offer MoneySwap's UnionPay services to their existing customer base. In tandem with this, the third leg of our strategy involves working directly with tier one merchants with large chains in the UK, a significant number of which are not currently able to accept payment via UnionPay bankcards. Here again, we offer both POS and online solutions which are particularly applicable to these tier one merchants.

 

In support of our strategy, during the period we fine-tuned our CRM system based on the Microsoft Dynamic CRM and Microsoft SharePoint systems to allow potential sales partners and merchants to work seamlessly with MoneySwap, providing two-way access to information and facilitating communication between us, our sales partners and our merchants. In addition, these collaborative systems incorporate and automate the comprehensive range of administrative processes that are involved in merchant acquisition, such as online application forms, electronic signatures and sharing of relevant information. The Company has also prepared marketing materials specific for the UK market and has been looking at ways to promote the products and services offered by the UK merchants acquired by MoneySwap to Chinese visitors.

 

In addition, MoneyExpress continues to be an exciting opportunity for MoneySwap. This is a remittance service we are licensed for by UnionPay and which enables a person outside of China to remit funds in real time directly to a UnionPay card held by a cardholder in China. MoneyExpress is a unique service which covers a large segment of the population in China and is fully compliant with remittance regulations in China. Our innovative implementation of MoneyExpress is now live and with China being the second largest market for inward remittances, exceeding US$60 billion1 , we expect a strong demand for this convenient, fast and secure solution.

 

Financial Review

The six month period ended 30 September 2013 saw revenues increase to US$270,000 compared with US$14,000 during the six months ended 30 September 2012, and almost double the US$130,000 revenues achieved for the year ended 31 March 2013. During the period, UnionPay products recorded revenues of US$237,000, while prepaid cards and SMEs and international remittance revenues were US$33,000 for the period. UnionPay related revenues were not generated from MoneySwap's UnionPay licences covering the UK market but from legacy relationships with merchants in territories outside the UK, meaning that the revenues cannot be viewed as recurring. Operating expenses increased for the period to US$2.8 million compared with US$2.4million for the six months ended 30 September 2012.

 

Outlook

We are encouraged by the interest among large prospective sales partners in the UK to work with MoneySwap as we look to roll-out our UnionPay offering. We share the same values as these sales partners in terms of focusing on providing an excellent customer experience which include responsiveness, transparency and value added services to the merchant. On-going discussions are currently taking place between MoneySwap and a number of these potential partners, as we look to provide functionality that will enable them to offer their customers a more complete payment solution and, in the process, provide the growing Chinese visitor market in the UK with more accessible payment options. We expect meaningful revenue as a result of these discussions in the first calendar quarter of 2014.

 

The need for UK merchants to be able to offer Chinese visitors to the UK as easy a payment experience as possible is becoming all the more pressing not only as a result of the increasing numbers visiting the UK but also following recent moves by the UK Government to simplify the visa application process for Chinese travellers to the UK. We anticipate this will result in the accelerated growth in the number of Chinese visiting the UK. We believe it is therefore key for UK merchants to be able to accept payment for transactions using UnionPay cards and MoneySwap is well placed to take advantage of these favourable market dynamics along with our comprehensive product offering, flexible and responsive approach with sales partners and merchants, and our ability to execute on our tested strategy. In order to support its strategy for growth in the UK, MoneySwap is also considering options such as equity or debt fundraising.

 

We are committed to continue building our team and infrastructure in the UK to support our sales partners and merchants. Our team is motivated to execute on our strategy which we believe will reward the support and patience of all those associated with MoneySwap. Finally, I would like to thank all our shareholders for their continued support.

 

Richard V. Proksa

Chief Executive Officer

Date: 19 December 2013

 

Source:

1 http://go.worldbank.org/XMV2A66DC0 World Bank 2013

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2013

 

 

Six months

Six months

Year

ended

ended

ended

Notes

30 Sep 2013

30 Sep 2012

31 Mar 2013

US$

US$

US$

Unaudited

Unaudited

Audited

Revenue

2

270,064

13,738

129,199

Cost of sales

(156,207)

(733)

(107,279)

Gross profit

2

113,857

13,005

21,920

Other income

2, 3

124

168

639

Administrative and operating expenses

(2,811,201)

(2,369,023)

(4,407,426)

Exceptional impairment loss on trade receivables

8

-

(1,752,866)

(1,752,866)

Total administrative and operating expenses

(2,811,201)

(4,121,889)

(6,160,292)

Loss before taxation

 

(2,697,220)

(4,108,716)

(6,137,733)

Taxation

4

(3,263)

(679)

(14,113)

Loss for the period/year

(2,700,483)

(4,109,395)

(6,151,846)

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

Exchange difference on translation of financial

statements of overseas subsidiaries

594,203

14,630

(334,949)

Total comprehensive loss for the period/year

(2,106,280)

(4,094,765)

(6,486,795)

Loss for the period/year attributable to:

Equity holders of the Company

(2,700,483)

(4,074,168)

(6,116,619)

Non-controlling interest

-

(35,227)

(35,227)

(2,700,483)

(4,109,395)

(6,151,846)

Total comprehensive loss for the period/year attributable to:

Equity holders of the Company

(2,106,280)

(4,059,538)

(6,451,568)

Non-controlling interest

-

(35,227)

(35,227)

(2,106,280)

(4,094,765)

(6,486,795)

 

 

 

Loss per share:

US Cent

US Cent

US Cent

Basic and diluted

5

(0.64)

(0.97)

(1.45)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2013

 

Notes

 

30 Sep 2013

 

30 Sep 2012

 

31 Mar 2013

US$

US$

US$

Unaudited

Unaudited

Audited

ASSETS

Non-current assets

Property, plant and equipment

6

246,290

431,547

312,601

Goodwill

7

571,722

572,646

538,679

Intangible assets

558,154

387,261

629,591

Total non-current assets

1,376,166

1,391,454

1,480,871

Current assets

Trade receivables

8

1,887

482

621

Other receivables and prepayments

379,080

357,446

384,546

Cash and cash equivalents

246,907

205,652

295,017

Total current assets

627,874

563,580

680,184

TOTAL ASSETS

2,004,040

1,955,034

2,161,055

EQUITY AND LIABILITIES

Equity attributable to equity holders of the Company

Share capital

9

687,072

677,285

677,285

Share premium

9

10,637,241

10,588,310

10,588,310

Share-based payment reserve

10

912,852

820,795

918,234

Foreign currency translation reserve

139,063

(105,561)

(455,140)

Combination reserve

3,456,928

3,456,928

3,456,928

Retained earnings

(20,963,477)

(16,141,585)

(18,262,994)

Total deficit

(5,130,321)

(703,828)

(3,077,377)

Non-current liabilities

Convertible loan notes

11

4,954,417

-

3,532,139

Total (deficit)/equity and non-current liabilities

(175,904)

(703,828)

454,762

Current liabilities

Borrowings

-

1,502,847

-

Trade and other payables

2,179,944

1,156,015

1,692,747

Provision for taxation

-

-

13,546

Total current liabilities

2,179,944

2,658,862

1,706,293

TOTAL EQUITY AND LIABILITIES

2,004,040

1,955,034

2,161,055

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2013

Six months

Six months

Year

ended

ended

ended

Notes

30 Sep 2013

30 Sep 2012

31 Mar 2013

US$

US$

US$

Unaudited

Unaudited

Audited

Net cash outflow from operating activities

12

(1,424,713)

(2,086,004)

(3,660,670)

Cash flow from investing activities

Purchase of property, plant and equipment

(678)

(105,860)

(55,991)

Proceeds from disposal of property, plant and equipment

484

-

323

Purchase of intangible assets

-

-

(345,305)

Acquisition of non-controlling interest in a subsidiary

-

(314,340)

(314,340)

Net cash outflow from investing activities

(194)

(420,200)

(715,313)

Cash flow from financing activities

Loans received

-

1,502,847

-

Loans repaid

-

-

(75,000)

Proceeds from convertible loan notes

1,382,000

-

3,587,000

Net cash inflow from financing activities

1,382,000

1,502,847

3,512,000

Net decrease in cash and cash equivalents

(42,907)

(1,003,357)

(863,983)

Cash and cash equivalents at beginning of the period/year

295,017

1,140,558

1,140,558

Effect of foreign exchange rate changes

(5,203)

68,451

18,442

Cash and cash equivalents at end of the period/year

246,907

205,652

295,017

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2013

 

Share capital

Share premium

Share-based payment reserve

Foreign currency translation reserve

Combination reserve

Retained earnings

Non-controlling interest

Total

US$

US$

US$

US$

US$

US$

US$

US$

Balance at 1 April 2012

 

677,285

10,588,310

734,817

(120,191)

3,456,928

(11,732,966)

(63,842)

3,540,341

Loss for the period

-

-

-

-

-

(4,074,168)

(35,227)

(4,109,395)

Exchange difference on

translation of foreign

operations

 

 

-

 

 

-

 

 

-

 

 

14,630

 

 

-

 

 

-

 

 

-

 

 

14,630

Total comprehensive loss

for the period

 

-

 

-

 

-

 

14,630

 

-

 

(4,074,168)

 

(35,227)

 

(4,094,765)

De-recognition of

non-controlling interest

-

-

-

-

 

-

(413,409)

99,069

(314,340)

Equity-settled share-based

transactions

- charged for the period

-

-

164,936

-

-

-

-

164,936

- forfeited during the period

-

-

(78,958)

-

-

78,958

-

-

Balance at 30 September

2012 (unaudited)

 

677,285

 

10,588,310

 

820,795

 

(105,561)

 

3,456,928

 

(16,141,585)

 

-

 

(703,828)

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)

Exchange difference on

translation of foreign

operations

 

 

-

 

 

-

 

 

-

 

 

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)

 

 

 

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2013

 

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 19 December 2013. The consolidated financial statements for the year ended 31 March 2013 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 2013.

 

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 2013. These policies are consistent with those adopted in the Group's consolidated financial statements for the year ended 31 March 2013 and those which will be adopted in the Group's consolidated financial statements for the year ending 31 March 2014.

 

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 2013

30 Sep 2012

31 Mar 2013

US$

US$

US$

Prepaid cards

Revenue

19,360

1,410

1,702

Cost of sales

(7,806)

(733)

(16,642)

Segmental gross profit/(loss)

11,554

677

(14,940)

Exceptional impairment loss on trade receivables

-

(1,752,866)

(1,752,866)

Segmental net profit/(loss)

11,554

(1,752,189)

(1,767,806)

Merchant acquisition

Revenue

237,124

-

100,952

Cost of sales

(148,401)

-

(90,637)

Segmental gross profit

88,723

-

10,315

IT infrastructure costs

(49,148)

(59,223)

Segmental net profit/(loss)

39,575

-

(48,908)

SMEs and International remittance

Revenue

13,580

12,328

26,545

Cost of sales

-

-

-

Segmental gross profit

13,580

12,328

26,545

Consolidated

Revenue

270,064

13,738

129,199

Cost of sales

(156,207)

(733)

(107,279)

Gross profit

113,857

13,005

21,920

Other income

124

168

639

Amortisation

(87,764)

(59,432)

(140,419)

Depreciation

(63,134)

(66,014)

(128,244)

Other administrative and operating expenses

(2,660,303)

(2,243,577)

(4,138,763)

Exceptional impairment loss on trade receivables

-

(1,752,866)

(1,752,866)

Loss before taxation

(2,697,220)

(4,108,716)

(6,137,733)

Taxation

(3,263)

(679)

(14,113)

Loss for the period/year

(2,700,483)

(4,109,395)

(6,151,846)

 

 

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 2013

 

Segmental revenue from external customers

-

270,064

270,064

Capital expenditure

-

678

678

Segmental total assets

745,900

1,258,140

2,004,040

Segmental information for the six months ended 30 September 2012

 

Segmental revenue from external customers

-

13,738

13,738

Capital expenditure

-

105,860

105,860

Segmental total assets

976,204

978,830

1,955,034

 

Segmental information for the year ended 31 March 2013

 

Segmental revenue from external customers

-

129,199

129,199

Capital expenditure

-

401,296

401,296

Segmental total assets

871,451

1,289,604

2,161,055

 

The major changes in segment assets during the period mainly relate to decrease in cash and cash equivalents as used in daily operations.

 

3 Other income

 

Six months

Six months

Year

ended

ended

ended

30 Sep 2013

30 Sep 2012

31 Mar 2013

US$

US$

US$

Bank interest income

124

168

294

Others

-

-

345

124

168

639

 

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 2013

30 Sep 2012

31 Mar 2013

US$

US$

US$

Net loss attributable to ordinary shareholders

(2,700,483)

(4,074,168)

(6,116,619)

Weighted average number of ordinary shares

Issued ordinary shares at beginning of the period/year

420,870,655

420,870,655

420,870,655

Effect of share allotments

3,375,644

-

-

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

 

424,246,299

 

420,870,655

 

420,870,655

Basic and diluted loss per share (US Cent)

(0.64)

(0.97)

(1.45)

 

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.

 

There are no dilutive potential ordinary shares as at 30 September 2013, 30 September 2012 and 31 March 2013 and thus, the diluted loss per share is the same as basic loss per share.

 

6 Property, plant and equipment

 

During the six months ended 30 September 2013, the Group acquired assets with a cost of approximately US$700 (six months ended 30 September 2012: US$106,000; year ended 31 March 2013: US$56,000).

 

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 2013, where 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 2014 onwards and a discount rate of 13%. The discount rate is the average of selected comparable companies' weighted average cost of capital.

 

As at 30 September 2013, 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 2013

30 Sep 2012

31 Mar 2013

US$

US$

US$

Cost

At 1 April

538,679

566,328

566,328

Exchange realignment

33,043

6,318

(27,649)

At 30 September/31 March

571,722

572,646

538,679

 

 

8 Trade receivables

 

30 Sep 2013

30 Sep 2012

31 Mar 2013

US$

US$

US$

Trade debtors

1,887

1,753,348

1,753,487

Less: Impairment loss

-

(1,752,866)

(1,752,866)

1,887

482

621

 

All trade receivables are denominated in US dollars and 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 2013

30 Sep 2012

31 Mar 2012

US$

US$

US$

Past due 1-30 days

94

32

22

Past due 31-90 days

142

450

74

Past due 91-120 days

83

-

55

Past due over 120 days

1,568

-

470

1,887

482

621

 

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 2013 of trade receivables approximates to their fair value.

 

9 Capital and reserves

 

Share capital and share premium

 

30 Sep 2013

30 Sep 2012

31 Mar 2013

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

 

420,870,655

 

677,285

 

10,588,310

 

420,870,655

 

677,285

 

10,588,310

 

420,870,655

 

677,285

 

10,588,310

 

 

Shares issued for settlement of payables

6,434,822

9,787

48,931

-

-

-

-

-

-

 

 

At end of the period/year

427,305,477

687,072

10,637,241

420,870,655

677,285

10,588,310

420,870,655

677,285

10,588,310

 

 

Dividends

 

The directors do not recommend the payment of a dividend for the six months ended 30 September 2013 (six months ended 30 September 2012: US$nil; year ended 31 March 2013: US$nil).

 

10 Share-based payments

 

Share benefit charges

Six months

Six months

Year

ended

ended

ended

30 Sep 2013

30 Sep 2012

31 Mar 2013

US$

US$

US$

Charges in respect of share options granted

33,559

161,311

274,317

Credit in respect of forfeiture of share options

(40,266)

-

(83,739)

(Credit)/charge for the period/year

(6,707)

161,311

190,578

 

 

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

18 October 2011

Options outstanding at 1 April 2013

14,875,000

5,088,767

4,200,000

Options granted during the period

-

-

-

Options forfeited during the period

-

-

(4,200,000)

Options outstanding at 30 September 2013

14,875,000

5,088,767

-

Exercise price

£0.03 - £0.05

£0.03 - £0.05

£0.05

Share price at date of grant

£0.05

£0.05

£0.0188

Contractual life (years)

10

5

10

Vesting date

12 February 2012

to 12 August 2014

31 August 2011

18 April 2013

to 18 October 2014

Settlement

Shares

Shares

Shares

Expected volatility

53.9%

58.3%

54.1%

Expected option life at date of grant (years)

10

5

10

Risk free interest rate

2.87%

1.51%

2.59%

Expected dividend yield

0%

0%

0%

Fair value per option at date of grant

£0.027 - £0.033

£0.025 - £0.032

£0.007

 

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 2013

30 Sep 2013

30 Sep 2012

30 Sep 2012

31 Mar 2013

31 Mar 2013

£

£

£

Outstanding at

beginning of the

period/year

24,163,767

0.04

29,088,767

0.04

29,088,767

0.04

Forfeited during the

period/year

 

(4,200,000)

 

0.05

 

(4,700,000)

 

0.05

 

(4,925,000)

 

0.05

Outstanding at end

of the period/year

 

19,963,767

 

0.04

 

24,388,767

 

0.04

 

24,163,767

 

0.04

Exercisable at end

of the period/year

 

17,233,767

 

0.04

 

10,588,767

 

0.03

 

15,868,767

 

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 as of the grant date sourced from Bloomberg.

4. Expected dividend yield and annual departures are assumed to be 0%.

 

4,200,000 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 2013

30 Sep 2012

31 Mar 2013

Notes

US$

US$

US$

Power Capital Forex Management Limited

(a)

510,000

-

510,000

Henry Lin

(a)

100,000

-

100,000

Kolarmy Technology Inc.

(a)

100,000

-

100,000

Unrelated party A

(a)

2,734,000

-

1,352,000

Unrelated party B

(b)

350,000

-

350,000

Unrelated party C

(b)

100,000

-

100,000

Unrelated party D

(b)

1,000,000

-

1,000,000

4,894,000

-

3,512,000

Uplift for 10% discount on conversion price

(b)

60,417

-

20,139

4,954,417

-

3,532,139

 

(a) During the period from May 2012 to September 2013, the Group obtained certain loans from three related parties and an independent third 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 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.

 

(b) 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 6 December 2014 to 7 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.

 

 

12 Net cash outflow from operating activities

 

Six months

Six months

Year

ended

ended

ended

30 Sep 2013

30 Sep 2012

31 Mar 2013

US$

US$

US$

Loss before taxation

(2,697,220)

(4,108,716)

(6,137,733)

Foreign exchange loss/(gain)

577,674

56,122

(318,389)

Depreciation and amortisation

150,898

125,446

268,663

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

(6,707)

161,311

190,578

Exceptional impairment loss on trade receivables

-

1,752,866

1,752,866

Interest on convertible loan notes

186,772

56,155

Loss on write-off/disposal of property, plant and equipment

2,719

-

8,859

Reversal of trade payables

-

(64,321)

(1,785,864)

(2,012,971)

(4,243,322)

Changes in working capital

Trade receivables

(1,302)

(208)

(341)

Other receivables and prepayments

1,967

(17,714)

(48,673)

Trade and other payables

377,132

(44,470)

642,340

Income tax paid

(16,646)

(10,641)

(10,674)

Net cash outflow from operating activities

(1,424,713)

(2,086,004)

(3,660,670)

 

13 Commitments

 

Capital commitments

 

At 30 September 2013, there were no capital commitments (30 September 2012: US$20,931; 31 March 2013: US$nil) that had been contracted but not provided for.

 

Operating lease commitments

 

At 30 September 2013, the Group had total future minimum lease payments under non-cancellable operating leases payable as follows:

 

30 Sep 2013

30 Sep 2012

31 Mar 2013

US$

US$

US$

Within one year

29,675

104,886

176,876

 

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 two months 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 2013 (30 September 2012: US$nil; 31 March 2013: US$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 Peoples'

(Shanghai) Co., Limited # Republic of China Indirectly Ordinary 100%

MoneySwap Australia Pty. Ltd. Australia Indirectly Ordinary 100%

MoneySwap (Thailand) Co., Ltd. Thailand 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 set up two new wholly-owned subsidiaries, MS Payment Solutions Limited and MS Card Services Limited, both incorporated in Hong Kong.

 

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 2013

30 Sep 2012

31 Mar 2013

Note

US$

US$

US$

Loans received from Power Capital Forex Management Limited

-

350,000

585,000

Loans received from Henry Lin

-

-

100,000

Loans received from Kolarmy Technology Inc.

-

-

100,000

Value of shares issued to a director for settlement of payables

(a)

62,323

Charges in respect of share options granted to directors and employees

(b)

25,766

131,977

220,747

Key management personnel remuneration

(c)

269,962

417,003

768,341

Amounts due to directors

(d)

325,690

30,270

173,725

 

(a) In June 2013, the Company's director, Mr. Richard O'Dell Poulden, resigned from his office and 6,434,822 ordinary shares were issued in settlement of director's fees and expenses accrued to him totalling £38,608.93 at the then bid price of £0.006.

 

(b) On 12 August 2011 and 18 October 2011, the Company granted options over 22,000,000 ordinary shares to the Group's directors and employees, exercisable for half to ten years at £0.03 to £0.05 per ordinary share. 4,925,000 of the share options forfeited in previous years and a further 4,200,000 share options forfeited during the period due to resignation of the grantees as employees of the Group.

 

 

(c) Key management personnel remuneration

Six months

Six months

Year

ended

ended

ended

30 Sep 2013

30 Sep 2012

31 Mar 2013

Group

US$

US$

US$

Short-term employee benefits

261,652

367,579

693,446

Share-based payments

8,310

49,424

74,895

269,962

417,003

768,341

 

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

30 Sep 2013

30 Sep 2012

31 Mar 2013

Group

US$

US$

US$

Chee Boon Lee

-

-

9,983

Craig Niven

8,509

-

-

Javier Amo Fernández de Ávila

60,483

8,685

32,395

Kung-Min Lin

90,591

12,900

48,471

Richard O'Dell Poulden

-

8,685

32,395

Richard Victor Proksa

145,588

-

48,479

Saihua Xu

20,519

-

2,002

325,690

30,270

173,725

17 Ultimate controlling party

 

As at 30 September 2013, the Group had no ultimate controlling party.

 

18 Post balance sheet events

 

Subsequent to the period end, the Group received loans of US$559,000 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 9 October 2015 to 4 December 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.

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