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Interim Results for Six Months ended 31 March 2011

19th Dec 2011 07:00

RNS Number : 1803U
MoneySwap Plc
19 December 2011
 



For immediate release: 19 December 2011

 

MoneySwap Plc

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

 

Interim Results for Six Months ended 31 March 2011

 

The Directors of MoneySwap Plc (AIM:SWAP) the Asia focused currency transfer business, are pleased to announce its Interim Results for the six months ended 30 September 2011.

 

Operational Highlights

·; Admitted onto AIM 31 August 2011;

·; $5 (£3.1 million) million raised before expenses at Admission;

·; Hong Kong sales and marketing team expanded with key new hires;

·; Philippines office opened;

·; Business model for China adjusted to take advantage of the online payment licenses granted to a select number of non-banking institutions by the Chinese Government;

·; Strong pipeline of commercial opportunities being secured which the Board believes will convert into revenue in 2012.

 

Richard Proksa, CEO of MoneySwap, commented:

"We will continue to focus on building a strong pipeline in both existing and new markets and ensuring our services are competitive, secure and scalable. With our team's track record, expertise and commitment we look forward to the second half of the financial year and 2012 with optimism."

The Interim Results will be available to the shareholders and the public on the Company's web site (www.moneyswap.com) during the course of today.

 

- Ends -

 

For further information, please contact:

 

MoneySwap Plc

Allenby Capital Limited

GTH Communications

Nominated Adviser

Financial PR

Richard Proksa

Chief Executive Officer

Nick Naylor

Alex Price

James Reeve

Toby Hall

Suzanne Johnson Walsh

+852 3919 9888

+44 20 3328 5656

+44 203 103 3900

 

 

 

CHIEF EXECUTIVE'S STATEMENT

 

I am pleased to present our Interim Report for the six months ended 30 September 2011. This was a transformational period for the Company, with MoneySwap successfully raising US$5 million (£3.1 million) before expenses and having the Company's shares admitted to trading on AIM on 31 August 2011. We view the admission onto AIM as a key stepping-stone for the Company, it allows us to position ourselves far more credibly in the Asia markets. Indeed, we are already seeing the benefits of this through the strong pipe-line of commercial opportunities that are now being secured for the business which we anticipate will convert into significant revenues in 2012 and beyond.

 

Business review

Current Trading

Given the Group is still in the build-out phase, revenues from its activities were minimal during the period under review. In light of this, operating expenses were controlled to come in under budget. However, costs associated with the Admission meant that administrative expenses increased from US$2.3 million to US$3.2 million in the period. We are confident, though, that as a result of our expanding marketing and sales coverage, and revised business model for business in China due to new regulations, revenues will start to flow into the Group in 2012.

(i) Expanding Marketing and Sales Coverage

The Group significantly increased its marketing and sales staff and geographic coverage during the six months to 30 September 2011. With the addition of Lincoln Chang, director of business development, to the Hong Kong based sales and marketing team, the Group has successfully built a significant sales pipeline which is expected to generate a substantial revenue stream. With regards to geographic expansion in the region, I am pleased to report that during the period we also established an office in Manila to target the large potential market opportunities in the Philippines. This office is now staffed and operational and under the leadership of Seng Rhee who we successfully recruited to the role of Managing Director, Philippines. The Manila office is now building partnerships with existing financial institutions in the Philippines. Indeed, we are delighted to have attracted Lincoln and Seng, both of whom have an excellent track record, domain knowledge and an influential network in the region.

(ii) Business Model for China

During the period under review, the Chinese government granted online payment licenses to a selected number of non-banking institutions. These licenses enable non-banks to offer online payment services to clients in China. Given our specific focus on currency transfer and payments into and out of China, the Group has approached certain licensed institutions to leverage their customer base outside of China. I am delighted to report we have seen a strong interest by the Chinese licensed companies to expand their services outside of China and as a result we are at an advanced stage of discussions with them.

We likewise are continuing to progress our portfolio of Pre-Paid cards. We therefore anticipate being able to report updates in these areas during the second half of the current financial year.

As at 30 November 2011, the Group had 3,114 individuals and 69 corporates registered as users of the Group.

Outlook

We will continue to focus on building a strong pipeline in both existing and new markets and ensuring our services are competitive, secure and scalable. With our team's track record, expertise and commitment we look forward to the second half of the financial year and 2012 with optimism.

Richard V. Proksa

Chief Executive Officer

Date: 19 December 2011

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHSENDED 30 SEPTEMBER 2011

 

Notes

Six months

ended

30 Sep 2011

Six months

ended

30 Sep 2010

Year

ended

31 Mar 2011

US$

US$

US$

Revenue

2

27,220

116,172

512,444

Administrative expenses

(3,243,546)

(2,290,780)

(5,071,500)

Loss before taxation

 

(3,216,326)

(2,174,608)

(4,559,056)

Taxation

3

(1,539)

-

(11,063)

Loss for the period

(3,217,865)

(2,174,608)

(4,570,119)

Other comprehensive loss for the period

Exchange difference on translation of financial

statements of overseas subsidiaries

(6,063)

(65,523)

(220,013)

Total comprehensive loss for the period

(3,223,928)

(2,240,131)

(4,790,132)

Total comprehensive loss for the period attributable to:

Equity holders of the Company

(3,132,288)

(2,189,967)

(4,285,869)

Non-controlling interest

(91,640)

(50,164)

(504,263)

(3,223,928)

(2,240,131)

(4,790,132)

Loss attributable to:

Equity holders of the Company

(3,123,730)

(2,124,444)

(4,075,415)

Non-controlling interest

(94,135)

(50,164)

(494,704)

(3,217,865)

(2,174,608)

(4,570,119)

 

 

 

Loss per share:

US Cent

US Cent

US Cent

Basic

4

(0.91)

(0.97)

(1.84)

Share capital

Share premium account

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 2010

 

960,455

3,310,973

-

168,039

-

(2,925,769)

-

1,513,698

Loss for the period

-

-

-

-

-

(2,124,444)

(50,164)

(2,174,608)

Exchange difference of

translation of foreign

operations

-

 

 

-

 

 

-

 

 

(65,523)

 

 

-

 

 

-

 

 

-

 

 

(65,523)

 

 

Total comprehensive loss

for the period

-

-

-

(65,523)

-

(2,124,444)

(50,164)

(2,240,131)

Acquisition of subsidiaries

and recognition of non-

controlling interest

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

296,667

 

 

296,667

Balance at 30 September

2010

 

960,455

 

3,310,973

 

-

 

102,516

 

-

 

(5,050,213)

 

246,503

 

(429,766)

Balance at 1 April 2011

441,424

3,628,694

-

(51,974)

3,829,805

(7,001,184)

(105,626)

741,139

Loss for the period

-

-

-

-

-

(3,123,730)

(94,135)

(3,217,865)

Exchange difference on

translation of foreign

operations

 

-

 

 

-

 

 

-

 

 

(6,063)

 

 

-

 

 

-

 

 

-

 

 

(6,063)

 

 

Total comprehensive loss

for the period

-

-

-

 

(6,063)

 

-

(3,123,730)

(94,135)

(3,223,928)

Issue of share capital

189,179

5,003,289

-

-

-

-

-

5,192,468

Acquisition of subsidiaries

and recognition of non-

controlling interest

5,209

-

-

-

(361,772)

-

232,039

(124,524)

Equity-settled share-based

transactions

-

-

342,894

-

-

-

-

342,894

Balance at 30 September

2011

 

635,812

 

8,631,983

 

342,894

 

(58,037)

 

3,468,033

 

(10,124,914)

 

32,278

 

2,928,049

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHSENDED 30 SEPTEMBER 2011

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2011

Notes

 

30 Sep 2011

 

30 Sep 2010

 

31 Mar 2011

US$

US$

US$

ASSETS

Non-current assets

Property, plant and equipment

5

431,524

438,768

430,425

Goodwill

6

553,495

693,554

567,889

Intangible assets

489,480

722,322

701,224

Total non-current assets

1,474,499

1,854,644

1,699,538

Current assets

Other receivables and prepayments

304,432

235,011

623,735

Cash and cash equivalents

3,052,592

380,902

138,663

Total current assets

3,357,024

615,913

762,398

TOTAL ASSETS

4,831,523

2,470,557

2,461,936

EQUITY AND LIABILITIES

Equity attributable to equity holders of the Company

Share capital

7

635,812

960,455

441,424

Share premium

7

8,631,983

3,310,973

3,628,694

Share-based payment reserve

342,894

-

-

Foreign currency translation reserve

(58,037)

102,516

(51,974)

Combination reserve

3,468,033

-

3,829,805

Retained earnings

(10,124,914)

(5,050,213)

(7,001,184)

Total equity attributable to equity holders of the Company

2,895,771

(676,269)

846,765

Non-controlling interest

32,278

246,503

(105,626)

Total equity

2,928,049

(429,766)

 

 

741,139

 

 

Current liabilities

Borrowings

-

2,659,853

1,284

Trade and other payables

573,395

240,470

1,719,513

Total current liabilities

573,395

2,900,323

1,720,797

Non-current liabilities

Loan payable

1,330,079

-

-

Total liabilities

1,903,474

2,900,323

1,720,797

TOTAL EQUITY AND LIABILITIES

4,831,523

2,470,557

2,461,936

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHSENDED 30 SEPTEMBER 2011

Notes

Six months

ended

30 Sep 2011

Six months

ended

30 Sep 2010

Year

ended

31 Mar 2011

US$

US$

US$

Net cash outflow from operating activities

9

(2,665,206)

(2,238,708)

(4,600,356)

Cash flow from investing activities

Purchase of property, plant and equipment

(55,533)

(297,968)

(342,677)

Cash receipt from non-controlling interest on setting up subsidiary

 

-

 

296,667

 

296,827

Net cash outflow from investing activities

(55,533)

(1,301)

(45,850)

Cash flow from financing activities

Loans received

1,488,768

2,541,938

4,740,053

Loans repaid

(860,000)

-

(90,095)

Shares issued

5,031,250

-

-

Net cash inflow from financing activities

5,660,018

2,541,938

4,649,958

Net increase in cash and cash equivalents

2,939,279

301,929

3,752

Cash and cash equivalents at beginning of the period

138,663

122,357

122,357

Effect of foreign exchange rate changes

(25,350)

(43,383)

12,554

Cash and cash equivalents at end of the period

3,052,592

380,903

138,663

 

 

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2011

 

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 2011.

 

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 applied to the consolidated financial statements as at and for the year ended 31 March 2011.

 

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 2011. These policies are consistent with those adopted in the Group's consolidated financial statements for the year ended 31 March 2011 and those which will be adopted in the Group's consolidated financial statements for the year ending 31 March 2012.

 

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 analysis

 

In the opinion of the directors, the Group has three reportableoperating segments as follows:

- Casinos and online gaming ("Casinos")

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

- International remittance

Six months

ended

30 Sep 2011

Six months

ended

30 Sep 2010

US$

US$

Casinos

Revenue

-

105,918

Segmental gross profit

-

105,918

SMEs and International remittance

Revenue

17,373

10,100

Segmental gross profit

17,373

10,100

Consolidated

Net revenue

17,373

116,018

Gross profit

17,373

116,018

Other revenue

9,847

154

Administrative expenses

(3,243,546)

(2,290,780)

Operating loss

(3,216,326)

(2,174,608)

 

 

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 administrative expenses between the business segments, nor segmental net assets. As a result these amounts are not reported to the chief operating decision maker on a segmental basis.

The Group organised around two main geographical areas and a split of the geographical segments is as follows:

 

Segmental information for the six months ended 30 September 2011

 

Europe

Asia-Pacific

Total

US$

US$

US$

 Segmental revenue from external customers

-

27,220

27,220

 Capital expenditure

-

55,533

55,533

 Segmental assets

604,836

4,226,687

4,831,523

 

 

Segmental information for the six months ended 30 September 2010

 

 

 

Europe

Asia-Pacific

Total

 

US$

US$

US$

 

 

 Segmental revenue from external customers

-

116,172

116,172

 

 

 Capital expenditure

-

297,968

297,968

 

 

Segmental assets

658,057

1,812,500

2,470,557

 

The major changes in segment assets during the period relate to the cash received from new shares issued (as in the consolidated statement of cash flows).

 

3 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 all the assets will be recovered.

 

These assets can be recovered against suitable future trading profits.

 

 

4 Loss per share

Six months

ended

30 Sep 2011

US$

Six months

ended

30 Sep 2010

US$

 

 

Net loss attributable to ordinary shareholders

(3,123,730)

(2,124,444)

 

 

Weighted average number of ordinary shares

 

 

Issued ordinary shares at beginning of the period

275,307,513

217,896,413

 

Effect of share allotments

69,406,192

-

 

 

Weighted average number of ordinary shares at end of the period

344,713,705

217,896,413

 

 

Basic loss per share (US Cents)

(0.91)

(0.97)

 

 

 

 

 

Basic loss per share have been calculated by dividing the net results attributable to ordinary shareholders by the weighted average number of shares in issue during the period. For the purpose of calculating the loss per share for the six months ended 30 September 2010 the weighted average number of shares has treated the shares issued on the share for share exchange in MoneySwap Plc as being in existence throughout the period.

 

There being no dilutive potential ordinary shares as at 30 September 2011 and 2010.

 

5

Property, plant and equipment

 

During the six months ended 30 September 2011, the Group acquired assets with a cost of approximately US$56,000 (six months ended 30 September 2010: US$298,000).

 

6

Goodwill

The goodwill relates to the excess of consideration paid over the net assets acquired in MoneySwap Limited and MoneySwap FX Limited.

 

The recoverable amount of the cash-generating unit was determined based on value-in-use calculations, which was determined similarly to the 31 March 2011 goodwill impairment test.

 

7

Capital and reserves

 

Share capital and share premium

30 Sep 2011

31 Mar 2011

Number

Share

Share

Number

Share

Share

of shares

capital

premium

of shares

capital

premium

US$

US$

US$

US$

Allotted, issued and fully paid, at £0.001 each

At beginning of the period

275,307,513

441,424

3,628,694

746,629,746

960,455

3,310,973

Shares issued for acquisition of subsidiaries

3,333,333

5,209

-

-

-

-

Shares issued for conversion of loans

4,555,555

7,119

306,298

57,411,100

92,052

3,628,694

Shares issued for consultancy and employee services

54,000,000

84,388

38,287

-

-

-

Shares issued for subscription

62,500,000

97,672

4,658,704

-

-

-

Share for share exchange

-

-

-

(528,733,333)

(611,083)

(3,310,973)

At end of the period

399,696,401

635,812

8,631,983

275,307,513

441,424

3,628,694

 

 

In April 2011, 3,333,333 ordinary shares were issued for the acquisition of remaining 0.44% of equity interest in MoneySwap Holdings Limited, and 4,555,555 ordinary shares were issued for the conversion of loans payables by the Group.

 

In April 2011 and August 2011, 54,000,000 ordinary shares were issued for services rendered by consultants and employees.

 

In August 2011, 62,500,000 ordinary shares were issued as per subscription agreements dated 18 July 2011.

 

Dividends

 

The directors do not recommend the payment of a dividend for the six months ended 30 September 2011.

 

8

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

Options outstanding at 1 April 2011

-

-

Options granted during the period

19,800,000

5,088,767

Options outstanding at 30 September 2011

19,800,000

5,088,767

Exercise price

£0.03 - £0.05

£0.03 - £0.05

Share price at date of grant

£0.05

£0.05

Contractual life (years)

10

5

Vesting date

12 February 2012

to 12 August 2014

31 August 2011

Settlement

Shares

Shares

Expected volatility

53.9%

58.3%

Expected option life at date of grant (years)

10

5

Risk free interest rate

2.87%

1.51%

Expected dividend yield

0%

0%

Expected annual departures

0%

0%

Fair value per option at date of grant

£0.027 - £0.033

£0.025 - £0.032

 

The fair value of the share options granted is measured using the Binomial Model.

 

9

Net cash outflow from operating activities

 

 

 

Six months

ended

30 Sep 2011

Six months

ended

30 Sep 2010

 

US$

US$

 

 

Loss before tax

(3,216,326)

(2,174,608)

 

Foreign exchange translation differences

(251,285)

(54,983)

 

Depreciation and amortisation

116,314

24,617

 

Loss on write-off of property, plant and equipment

3,789

-

 

Salaries and consultancy fees satisfied by issue of shares

128,692

-

 

Equity-settled share-based payment expenses

355,736

-

 

 

Changes in working capital

(2,863,080)

(2,204,974)

 

Other receivables and prepayments

319,304

(146,223)

 

Trade and other payables

(121,430)

112,489

 

 

Net cash outflow from operating activities

(2,665,206)

(2,238,708)

 

 

10

 

Capital commitments

 

At 30 September 2011 there were no capital commitments that had not been provided for.

 

11

Contingent liabilities

There were no contingent liabilities at 30 September 2011.

 

12 Investments in subsidiaries

 

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

 

Company

Country of incorporation

Held directly or indirectly

Class

Percentage holding

MoneySwap 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%

MoneySwap Exchange Limited

Hong Kong

Indirectly

Ordinary

100%

MS Services Center Limited

Hong Kong

Indirectly

Ordinary

100%

MoneySwap Financial E Services (Shanghai) Limited

Peoples' Republic of China

Indirectly

Ordinary

60%

 

 

On 14 April 2011 approximately 0.44% of the issued share capital of MoneySwap Holdings Limited was transferred to the Company via a share for share exchange.

 

On 4 March 2011 the software acquisition agreement signed by MoneySwap Holdings Limited on 5 September 2009 was cancelled. As a result, on 18 May 2011 the 50,000,000 ordinary shares in MoneySwap Holdings Limited, approximately 6.7% of the issued share capital of MoneySwap Holdings Limited, issued in consideration for the software was transferred to the Company.

 

After the above two share transfers, MoneySwap Holdings Limited became a wholly owned subsidiary of the Company.

 

On 22 September 2011 the Company set up a wholly owned subsidiary in Philippines, with paid-in capital of PHP6,250,000.

 

13 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.

 

In April 2011 Power Capital Exchange Corp. loaned a further US$416,000 to the Group. On 9 May 2011 a debt for equity agreement was signed to convert part of the loan of £200,000 to 4,000,000 ordinary shares at £0.05 per ordinary share, resulting in total outstanding balance due to Power Capital Exchange Corp. of US$1,349,000. On the same day Power Capital Exchange Corp. and the Company signed a loan agreement detailing the terms on which this amount was loaned. The loan is interest free and has a term of two years from the date of loan agreement.

 

The loan amount is repayable at the Company's discretion in any number of instalments. The loan amount may also be converted into ordinary shares at the Company's sole option at any time during the term, the conversion price will be the average mid market price of the Shares in the ten business days prior to notice of such conversion being given by the Company.

 

Between 30 April 2011 and 25 July 2011 Power Capital Exchange Corp. loaned a further US$749,254 to the Group. On 25 July 2011 Power Capital Exchange Corp. and the Company signed a loan agreement detailing the terms on which this amount was loaned. The loan is interest free and was repaid in September 2011.

 

Apart from the above, during the period Power Capital Exchange Corp. loaned US$324,000 to the Group. The loan is interest free and has no fixed repayment terms.

 

On 11 April 2011, the Company agreed to allot 20,000,000 ordinary shares to Black Swan FZE and 30,000,000 ordinary shares to Power Capital Exchange Corp. as consideration for services provided by Black Swan FZE and Power Capital Exchange Corp. to MoneySwap Holdings Limited in connection with the Company's admission to AIM of the London Stock Exchange, corporate restructuring, management support and financial support provided by these two organisations over the preceding 18 months.

 

On 28 April 2011 the Company allotted 500,000 ordinary shares to Richard Victor Proksa (the Company's Chief Executive Officer) to hold for and on behalf of Chee Boon Lee (the Company's Group Finance Director). These were subsequently transferred to Chee Boon Lee on 9 August 2011, as required pursuant to Chee Boon Lee's terms of employment.

 

On 5 May 2011 2,000,000 ordinary shares were allotted in the Company to Mr. Shih-Chieh Chang as consideration for his consultancy services to MoneySwap Holdings Limited.

 

On 9 August 2011 the Company allotted 1,000,000 ordinary shares in the Company to Dominic Madden, a previous employee of the Group.

In August 2011 the Company allotted 500,000 ordinary shares to Allenby Capital, the Company's nominated adviser.

On 12 August 2011 the Company granted options over 19,800,000 ordinary shares to the Group's directors, employees and consultant, exercisable for half to ten years at £0.03 to £0.05 per ordinary share.

On 25 August 2011 the Company granted options over 2,139,229 and 2,949,538 ordinary shares to a broker exercisable for five years at £0.05 and £0.03 per ordinary share respectively.

Intra group transactions

Transactions between Group companies have not been disclosed as these have all been eliminated in the preparation of the Interim Consolidated Financial Statements.

 

14 Ultimate controlling party

 

As at 30 September 2011 the Group had no controlling party.

 

15 Post balance sheet events

 

On 18 October 2011 the Company granted options over 4,200,000 ordinary shares to an employee exercisable for one and a half to ten years at £0.05 per ordinary share.

 

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