TIDMWJA
RNS Number : 2107K
Wameja Limited
31 August 2021
Appendix 4D
Wameja Limited
ABN 59 052 947 743
Half-year report and Appendix 4D
for the half-year ended 30 June 2021
The half-year financial report does not include notes of the
type normally included in an annual financial report and should be
read in conjunction with the 31 December 2020 financial report.
Half-year report & Appendix 4D
for the half year ended
30 June 2021
Contents
Results for announcement to the market 1
Directors' report
2
Auditor's independence declaration
5
Independent review report
6
Directors' declaration
8
Condensed consolidated statement of profit or loss and other comprehensive income 9
Condensed consolidated statement of financial position 10
Condensed consolidated statement of changes in equity 11
Condensed consolidated statement of cash flows 12
Notes to the condensed consolidated financial statements 13
Results for announcement to the market
Results A$ '000
Loss after tax from ordinary activities
attributable to members up 6% to 3,405
Loss after tax attributable to members up 6% to 3,405
Dividends (distributions) Amount per Franked amount
security per security
Current period
Interim dividend declared Nil c 0%
Final dividend paid Nil c 0%
-------------------
Previous corresponding period
Interim dividend declared Nil c 0%
Final dividend paid Nil c 0%
------------------ -------------
Record date for determining entitlements N/A
to the dividend.
Brief explanation of Key Information and Dividends
The Company is partnering with Mastercard to build the HomeSend
global payments hub. HomeSend enables cross-border transfer
between bank accounts, cards, mobile wallets, or cash outlets
from anywhere in the world. As a founding partner in the HomeSend
hub, Wameja helped conceive and bring the opportunity to market.
HomeSend is a joint venture of Wameja (35.26%) and Mastercard
(64.74%).
The net result of the consolidated entity for the half year
ended 30 June 2021 was a loss after tax for the period of $3.405
million (2020: $3.205 million loss). Loss per share was 0.3
cents (2020: loss per share 0.3 cents).
During the period, there was a net cash outflow of $5.700 million
(2020 year: net outflow of $6.45m) primarily resulting from
a net outflow from investing activities (mainly in relation
to investment to HomeSend) of $4.955 million. Cash at 30 June
2021 was $2.326 million.
On 10 September 2020, Wameja Limited entered into a Scheme Implementation
Agreement with Burst Acquisition Co. Pty Ltd, a company controlled
by Mastercard, for Burst Acquisition Co Pty Ltd to acquire all
of the issued capital of Wameja Limited for GBP0.08 per share
by way of a Scheme of Arrangement pursuant to Australian Law
under Part 5.1 of the Corporate Act ("the Scheme").
Subject to the relevant approvals, Scheme consideration will
be paid to Scheme Shareholders on the implementation date, which
is currently expected to be 21 September 2021 .
Directors' report
The Directors of Wameja Limited (the Company) submit herewith
the financial report of Wameja Limited and its controlled entities
(the Group) for the half-year ended 30 June 2021. In order to
comply with the provisions of the Corporations Act 2001, the
Directors report as follows:
Directors
The names of the Directors who held office during or since the
end of the half year are:
John Conoley Non-executive Chairman
James Brooke Non-executive Director
Stephen Baldwin Non-executive Director
James Hume Non-executive Director
Thomas Rowe Company Secretary and non-executive Director
Review of Operations
This report is to be read in conjunction with other reports
issued contemporaneously.
Wameja Limited is a public company listed on the Australian
Securities Exchange (ASX:WJA) and the London Stock Exchange (AIM)
(LSE:WJA).
The Company is partnering with Mastercard to build the HomeSend
global payments hub. HomeSend enables cross-border transfer between
bank accounts, cards, mobile wallets, or cash outlets from anywhere
in the world. As a founding partner in the HomeSend hub, Wameja
helped conceive and bring the opportunity to market. HomeSend is a
joint venture of Wameja (35.26%) and Mastercard (64.74%).
The net result of the consolidated entity for the half year
ended 30 June 2021 was a loss after tax of $3.405 million (2020:
$3.205 million loss). Loss per share was 0.3 cents (2020: loss per
share 0.3 cents).
During the period, there was a net cash outflow of $5.70 million
primarily resulting from a net outflow from investing activities
(mainly in relation to investment and advances to HomeSend) of
$4.955 million. Cash at 30 June 2021 was $2.326 million.
On 10 September 2020, Wameja Limited entered into a Scheme
Implementation Agreement with Burst Acquisition Co. Pty Ltd, a
company controlled by Mastercard, for Burst Acquisition Co Pty Ltd
to acquire all of the issued capital of Wameja Limited for GBP0.08
per share by way of a Scheme of Arrangement pursuant to Australian
Law under Part 5.1 of the Corporations Act ("the Scheme").
Subject to the relevant approvals, the Scheme consideration will
be paid to Scheme Shareholders on the implementation date, which is
currently expected to be 21 September 2021.
Subsequent events
Impact of COVID-19
The impact of the Coronavirus (COVID 19) pandemic is ongoing and
while COVID -- 19 has been financially neutral for the Group up to
30 June 2021, it is not practicable to estimate the extent of the
potential impact, positive or negative, after the reporting date.
The situation is continually developing and is dependent on
measures imposed by the governments and authorities around the
world, including vaccinations, quarantining, travel restrictions
and any economic stimulus that may be provided.
Based on the information available to the directors as at the
date of this financial report, there are no significant factors
identified which would likely impact on the carrying value of the
Group's investment in associate due to COVID-19. However, the
directors consider that prolonged general economic impacts arising
from COVID-19 may have a negative impact on the operations of the
Group's associate. This in turn may impact the future
recoverability of the Group's carrying value of the associate
investment.
Directors' report
Subsequent events (continued)
Scheme of Arrangement
On 27 July 2021, the Company announced an Order to convene
Scheme Meeting associated with the Scheme discussed above in the
Review of Operations, and on 2 August 2021 the Company issued the
notice for the shareholder meeting, explanatory statement and the
terms of the Scheme to the shareholders and deposit interest
holders. The proposed dates for the Scheme as announced by the
Company are:
Scheme Meeting: 2 September
2021
Second Court Date: 9 September
2021
Effective Date (Last 10 September
day of trading) 2021
Record Date: 14 September
2021
Implementation (Payment) 21 September
Date 2021
No other matter or circumstance has occurred subsequent to
period end that has significantly affected, or may significantly
affect, the operations of the Group, the results of those
operations or the state of affairs of the entity in subsequent
financial years.
Future developments
To the extent that the disclosure of information regarding
likely developments in the operations of the Group in future
financial years, and the expected results of those operations is
likely to result in unreasonable prejudice to the Group, such
information has not been disclosed in this report.
Environmental regulations
The Group operates primarily within the technology and
telecommunication sector and conducts its business activities with
respect for the environment while continuing to meet the
expectations of shareholders, customers, employees and
suppliers.
During the period under review, the Directors are not aware of
any particular or significant environmental issues which have been
raised in relation to the Group's operations.
Dividends
No dividends were declared or paid during this half year (2020:
nil).
Share Options
Wameja Limited Employee Share Option Plan
The Company has an ownership-based remuneration scheme for
executive directors, key management personnel and employees. In
accordance with the provisions of the scheme, executive directors
and employees may be granted options to acquire ordinary shares in
the Company. The exercise of any share options is not dependent on
any performance criteria, however, is dependent on a period of
service relative to the vesting dates.
Share options granted to directors and senior management
During this half year and up to the date of this report the
Company did not grant additional shares or options.
Details of unissued shares under option as at the date of this
report are:
Number of
Issuing Entity shares Class of Exercise price Expiry date of
under option shares of option options
Wameja Limited 6,000,000 Ordinary $0.21 13 Mar 2022
Wameja Limited 3,350,000 Ordinary $0.21 24 Nov 2022
During the financial period and up to the date of this report,
there were no options exercised or lapsed. On 14 March 2021,
3,000,000 $0.21 Executive Options and 1,575,000 $0.21 Employee
Options expired. On 8 August 2021 additional 2,000,000 $0.21
Executive Options and 1,650,000 $0.21 Employee Options expired.
Directors' report
Auditor's Independence Declaration
The lead auditor's independence declaration under s 307C of the
Corporations Act 2001 is set out on page 5 for the half-year ended
30 June 2021.
Rounding of Amounts
The Group has applied the relief available to it in ASIC
Corporations (Rounding in Financial/Directors' Reports) Instrument
2016/191 and accordingly certain amounts in the financial report
and the directors' report have been rounded off to the nearest
$1,000.
John Conoley
Executive Chairman
London, 31 August 2021
The Board of Directors
Wameja Limited
c/- Simpsons Solicitors
Level 2, Pier 8/9
23 Hickson Road
Millers Point NSW 2000
31 August 2021
Dear Board Members
Wameja Limited
In accordance with section 307C of the Corporations Act 2001, I
am pleased to provide the following declaration of independence to
the directors of Wameja Limited.
As lead audit partner for the review of the half year financial
report of Wameja Limited for the half year ended 30 June 2021, I
declare that to the best of my knowledge and belief, there have
been no contraventions of:
(i) The auditor independence requirements of the Corporations
Act 2001 in relation to the review; and
(ii) Any applicable code of professional conduct in relation to the review.
Yours faithfully
DELOITTE TOUCHE TOHMATSU
Rajnil Kumar
Partner
Chartered Accountants
Independent Auditor's Review Report to the
Members of Wameja Limited
Conclusion
We have reviewed the half-year financial report of Wameja
Limited (the "Company") and its subsidiaries (the "Group"), which
comprises the condensed consolidated statement of financial
position as at 30 June 2021, and the condensed consolidated
statement of profit or loss and other comprehensive income, the
condensed consolidated statement of cash flows and the condensed
consolidated statement of changes in equity for the half-year ended
on that date, notes comprising a summary of significant accounting
policies and other explanatory information, and the directors'
declaration.
Based on our review, which is not an audit, we have not become
aware of any matter that makes us believe that the half-year
financial report of the Group is not in accordance with the
Corporations Act 2001, including:
-- Giving a true and fair view of the Group's financial position
as at 30 June 2021 and of its performance for the half-year ended
on that date; and
-- Complying with Accounting Standard AASB 134 Interim Financial
Reporting and the Corporations Regulations 2001.
Basis for Conclusion
We conducted our review in accordance with ASRE 2410 Review of a
Financial Report Performed by the Independent Auditor of the
Entity. Our responsibilities are further described in the Auditor's
Responsibilities for the Review of the Half-year Financial Report
section of our report. We are independent of the Group in
accordance with the ethical requirements of the Accounting
Professional and Ethical Standards Board's APES 110 Code of Ethics
for Professional Accountants (including Independence Standards)
(the Code) that are relevant to our audit of the annual financial
report in Australia. We have also fulfilled our other ethical
responsibilities in accordance with the Code.
We confirm that the independence declaration required by the
Corporations Act 2001, which has been given to the directors of the
Company, would be in the same terms if given to the directors as at
the time of this auditor's review report.
Directors' Responsibilities for the Half-year Financial
Report
The directors of the Company are responsible for the preparation
of the half-year financial report that gives a true and fair view
in accordance with Australian Accounting Standards and the
Corporations Act 2001 and for such internal control as the
directors determine is necessary to enable the preparation of the
half-year financial report that gives a true and fair view and is
free from material misstatement, whether due to fraud or error.
Auditor's Responsibilities for the Review of the Half-year
Financial Report
Our responsibility is to express a conclusion on the half-year
financial report based on our review. ASRE 2410 requires us to
conclude whether we have become aware of any matter that makes us
believe that the half-year financial report is not in accordance
with the Corporations Act 2001 including giving a true and fair
view of the Group's financial position as at 30 June 2021 and its
performance for the half-year ended on that date, and complying
with Accounting Standard AASB 134 Interim Financial Reporting and
the Corporations Regulations 2001.
A review of a half-year financial report consists of making
enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit
conducted in accordance with Australian Auditing Standards and
consequently does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
Deloitte Touche Tohmatsu
Rajnil Kumar
Partner
Chartered Accountants
Parramatta, 31 August 2021
Directors' declaration
In accordance with a resolution of the directors of Wameja
Limited, the directors of the company declare that:
1. the financial statements and notes, as set out on pages
9 to 16, are in accordance with the Corporations Act
2001, including:
a. complying with Accounting Standard AASB 134: Interim
Financial Reporting; and
b. giving a true and fair view of the financial position
as at 30 June 2021 and of the performance for the half
year ended on that date of the Consolidated Group.
2. in the directors' opinion there are reasonable grounds
to believe that the Company will be able to pay its
debts as and when they become due and payable.
On behalf of the Directors
John Conoley
Executive Chairman
London, 31 August 2021
Condensed consolidated statement of profit or loss and other
comprehensive income for the half-year ended 30 June 2021
Consolidated
Half-Year
Half-Year Ended Ended
30 June 2021 30 June
Note $'000 2020 $'000
Continuing operations
Gain on dilution of investment
in associate 7 287 -
Finance and other costs (37) (17)
Foreign exchange gain/
(loss) (85) 660
Administration expenses (677) (659)
Share of profit/(loss)
of associate 7 (2,893) (3,189)
---------------- ------------
Loss before tax (3,405) (3,205)
Income tax expense - -
---------------- ------------
Loss for the period (3,405) (3,205)
---------------- ------------
Other comprehensive income/(loss),
net of tax
Items that may be reclassified
subsequently to profit
or loss
Exchange differences arising
on the translation of foreign
operations (nil tax impact) (306) 116
---------------- ------------
Total comprehensive income/(loss)
for the period (3,711) (3,089)
================ ============
Loss attributable to:
Equity holders of the parent (3,405) (3,205)
Total comprehensive income/(loss)
attributable to:
Equity holders of the parent (3,711) (3,089)
Earnings/(Loss) per share:
* Basic (cents per share) (0.3) (0.3)
* Diluted (cents per share) (0.3) (0.3)
Notes to the Financial Statements are included on pages 13 to
16
Condensed consolidated statement of financial position
as at 30 June 2021
Consolidated
----------------------------------------------------
30 June 2021 31 December 2020
Note $'000 $'000
Current Assets
Cash and cash equivalents 2,326 8,014
Other assets 30 -
Total Current Assets 2,356 8,014
Non-Current Assets
Investment in associates 7 25,532 23,585
Total Non-Current Assets 25,532 23,585
------------------------- -------------------------
Total Assets 27,888 31,599
------------------------- -------------------------
Current Liabilities
Trade and other payables 100 100
Total Current Liabilities 100 100
------------------------- -------------------------
Total Non-Current Liabilities - -
Total Liabilities 100 100
------------------------- -------------------------
Net Assets 27,788 31,499
========================= =========================
Equity
Issued capital 4 212,326 212,326
Reserves 5 4,207 4,513
Accumulated losses 8 (188,745) (185,340)
------------------------- -------------------------
Total Equity 27,788 31,499
========================= =========================
Notes to the Financial Statements are included on pages 13 to
16
Condensed consolidated statement of changes in equity
for the half-year ended 30 June 2021
Foreign Attributable
Currency Equity-settled to owners Non
Issued Translation benefits Accumulated of the controlling
Capital Reserve Reserve Losses parent Interest Total
$'000 $'000 $'000 $'000 $'000 $'000 $'000
Consolidated
Balance at 1
January 2021 212,326 337 4,176 (185,340) 31,499 - 31,499
------------------- -------------------- ----------------- ----------------------- ------------------- ------------- -------------------
Loss for the
period - - - (3,405) (3,405) - (3,405)
Exchange differences
arising on translation
of foreign operations - (306) - - (306) - (306)
------------------- -------------------- ----------------- ----------------------- ------------------- ------------- -------------------
Total comprehensive
income/(loss)
for the period - (306) - (3,405) (3,711) - (3,711)
------------------- -------------------- ----------------- ----------------------- ------------------- ------------- -------------------
Balance at 30
June 2021 212,326 31 4,176 (188,745) 27,788 - 27,788
------------------- -------------------- ----------------- ----------------------- ------------------- ------------- -------------------
Balance at 1
January 2020 212,326 879 4,043 (176,181) 41,067 - 41,067
------------------- -------------------- ----------------- ----------------------- ------------------- ------------- -------------------
Loss for the
period - - - (3,205) (3,205) - (3,205)
Exchange
differences
arising on
translation
of foreign
operations - 116 - - 116 - 116
------------------- -------------------- ----------------- ----------------------- ------------------- ------------- -------------------
Total
comprehensive
income/(loss)
for the
period - 116 - (3,205) (3,089) - (3,089)
Equity settled
payments - - 80 - 80 - 80
------------------- -------------------- ----------------- ----------------------- ------------------- ------------- -------------------
Balance at 30
June 2020 212,326 995 4,123 (179,386) 38,058 - 38,058
------------------- -------------------- ----------------- ----------------------- ------------------- ------------- -------------------
Notes to the Financial Statements are included on pages 13 to
16
Condensed consolidated statement of cash flows
for the half-year ended 30 June 2021
Consolidated
Half-Year Half-Year
Ended Ended
30 June 2021 30 June 2020
$'000 $'000
-------------- --------------
Cash Flows from Operating Activities
Payments to suppliers and employees (745) (357)
Net cash used in operating activities (745) (357)
-------------- --------------
Cash Flows from Investing Activities
Investment in HomeSend associate (4,955) (6,090)
Net cash used in investing activities (4,955) (6,090)
-------------- --------------
Cash Flows from Financing Activities
Net cash used in financing activities - -
-------------- --------------
Net Decrease in Cash and Cash Equivalents (5,700) (6,447)
Cash at the beginning of the period 8,014 11,636
Effects of exchange rate changes on
the balance of cash held in foreign
currencies 12 116
-------------- --------------
Cash and Cash Equivalents at the end
of the period 2,326 5,305
============== ==============
Notes to the Financial Statements are included on pages 13 to
16
Notes to the condensed consolidated financial statements
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
These general purpose interim financial statements for half-year
reporting period ended 30 June 2021 have been prepared in
accordance with requirements of the Corporations Act 2001 and
Australian Accounting Standard AASB 134: Interim Financial
Reporting. The Group is a for-profit entity for financial reporting
purposes under Australian Accounting Standards.
This interim financial report is intended to provide users with
an update on the latest annual financial statements of Wameja
Limited and its controlled entities (referred to as the
"Consolidated Group" or "Group"). As such, it does not contain
information that represents relatively insignificant changes
occurring during the half-year within the Group. It is therefore
recommended that this financial report be read in conjunction with
the annual financial statements of the Group for the year ended 31
December 2020, together with any public announcements made during
the following half-year.
These interim financial statements were authorised for issue on
31 August 2021.
(b) Accounting Policies
The same accounting policies and methods of computation have
been followed in this interim financial report as were applied in
the most recent annual financial statements.
The Group has considered the implications of new and amended
Accounting Standards, but determined that their application to the
financial statements is either not relevant or not material.
2. SEGMENT INFORMATION
AASB 8 requires operating segments to be identified on the basis
of internal reports about components of the Group that are
regularly reviewed by the chief operating decision maker in order
to allocate resources to the segment and to assess its
performance.
The Group operates in a single segment being the
telecommunications software solutions business. Accordingly, all
reported information in the financial report relates to this single
segment.
3. ISSUANCES, REPURCHASED ANS REPAYMENT OF SECURITIES
During the current period the Company did not issue any shares
(2020: nil).
No employee share options were exercised or cancelled in the
period (2020: nil).
4. ISSUED CAPITAL
31 December
30 June 2021 2020
$'000 $'000
1,210,850,662 fully paid ordinary
shares
(2020: 1,210,850,662) 212,326 212,326
------------- ------------
30 June 2021 31 December 2020
No. '000 $'000 No. '000 $'000
---------- -------- ---------- --------
Fully Paid Ordinary Shares
Balance at the beginning of the
financial period 1,210,851 212,326 1,210,851 212,326
Balance at the end of the financial
period 1,210,851 212,326 1,210,851 212,326
---------- -------- ---------- --------
Notes to the condensed consolidated financial statements
5. RESERVES
30 June 2021 31 December
2020
$'000 $'000
Employee equity-settled benefit 4,176 4,176
Foreign currency translation 31 337
------------- ------------
4,207 4,513
------------- ------------
6. DIVIDS
No dividend has been paid or declared in respect of this half
year (2020: $Nil).
7. INVESTMENT IN ASSOCIATES
Details of the material investment in associates at the end of
the reporting period are as follows:
Name of Principal activity Place of incorporation Proportion of ownership
associate and principal interest and voting rights
place of business held by the Group
30 June 2021 31 December
2020
---------------------------- ------------------------ --------------- -------------
HomeSend Provision of international
SRCL (a) mobile money services Brussels, Belgium 35.26% 35.68%
---------------------------- ------------------------ --------------- -------------
a) HomeSend SRCL was formed on 3 April 2014. The Directors have
determined that the Group exercises significant influence over
HomeSend SRCL by virtue of its 35.26% voting power in shareholders
meetings and its contractual right to appoint two out of six
directors to the board of Directors of that Company.
The associate is accounted for using the equity method in these
condensed consolidated financial statements.
b) Reconciliation of the carrying amount of the investment in associate:
30 June 31 December
2020
2021 $000
$000
Opening balance 23,585 25,463
Investment in associate (i),(ii) 4,955 6,090
Gain on dilution of investment in associate 287 -
(i)
Share of current period loss of the associate (2,893) (7,779)
Effects of foreign currency exchange movements (402) (189)
Closing balance 25,532 23,585
-------- ------------
(i) On 18 March 2021, the Company subscribed for EUR1,784,118 of
shares in HomeSend SCRL. The equity contribution was part of a
EUR6,000,000 capital raise with Mastercard agreeing to contribute
an additional EUR1,000,000 over and above its proportionate
interest in HomeSend SCRL. The additional investment by Mastercard
resulted in a change in ownership interest held by the Company from
35.68% to 35.26%. The Company has consequently recognised a gain on
dilution of investment in associate of $287,000 in the profit or
loss.
(ii) On 23 June 2021, the Company subscribed for a further
EUR1,410,588 of shares in HomeSend SCRL. The equity contribution
was part of a EUR4,000,000 capital raise with Mastercard
contributing the balance in proportion to its interest in HomeSend
SCRL.
The funds from the capital raise are to be used to support the
operational expenses of the HomeSend 2021 business plan and its
minimum equity requirements for H2 2021.
Notes to the condensed consolidated financial statements
8. ACCUMULATED LOSSES
31 December
30 June 2021 2020
$'000 $'000
Balance at beginning of the financial period (185,340) (176,181)
Loss for the year attributable to equity holders
of the parent (3,405) (9,159)
Balance at end of financial period (188,745) (185,340)
------------- ------------
9. CONTINGENT LIABILITIES
a) Notices of Potential Claim
In July 2019, Wameja Limited ("Wameja" or the "Company") sold
all the issued capital of eServGlobal Holdings SAS and its
subsidiaries ("eServGlobal") to Seamless Distribution Systems AB
("Seamless"). The sale comprised the effective sale of Wameja's
operating business. The sale and purchase agreement ("SPA")
included an indemnity under which Wameja agreed to indemnify and
hold Seamless harmless against any direct loss, damage or liability
related to the lack of renewed licences for eServGlobal's use of a
specific third party's intellectual property ("the Indemnity"). The
third party is the provider of software embedded in all deployments
of eServGlobal's "Paymobile" platform, eServGlobal's primary
product.
At the end of September 2020, Wameja received a notification of
potential claim under the Indemnity from Seamless regarding an
issue that had arisen between Botswana Telecommunications ("BTC")
(an eServGlobal customer) and the third-party software supplier.
Seamless subsequently issued another notice with their estimation
of the exposure under the Indemnity across BTC and other
eServGlobal clients.
On 18 June 2021, Wameja, Mastercard, Seamless and the third
party software provider referred to in the Indemnity entered into a
settlement agreement to resolve the potential for any claim under
the Indemnity or any similar claims under the SPA. This settlement
agreement (to be funded by Mastercard) is conditional upon
completion of the Scheme and accordingly, if the Scheme were not to
complete, the settlement agreement would cease to have any effect
and the potential for claims against Wameja under the Indemnity
would remain.
In the event that the settlement agreement ceases, the directors
continue to consider there to be no present obligation or material
exposure under the Indemnity on the basis that:
-- there has to date been no claim by the third-party software
supplier against Wameja or Seamless arising from the non - renewal
of licences, or any other matter, and
-- Seamless has not particularised the basis under the SPA upon
which it believes that there is a potential claim under the
Indemnity.
No provision has been recognised in the financial report as at
30 June 2021.
b) Warranty claim
On 3 July 2020, the company received notification of a purported
warranty claim from Seamless in relation to a French employee of
eServGlobal SAS whose employment was terminated subsequent to
completion of the sale of eServGlobal Holdings SAS to Seamless. The
notification sought to claim EUR519,967 ($843,007) under the
warranties contained within the SPA, being the amount including
taxes, that the employee was seeking from eServGlobal SAS for
compensation for loss of employment.
The directors have assessed and considered the purported
warranty claim to be without merit and have advised Seamless as
such, and rejected the suggestion that the liability to the
employee is subject to the warranties in the SPA.
At the date of this financial report, there has been no further
correspondence from Seamless on this matter and the directors
maintain their position that the purported warranty claim is
without merit.
Notes to the condensed consolidated financial statements
10. SUBSEQUENT EVENTS
Impact of COVID-19
The impact of the Coronavirus (COVID 19) pandemic is ongoing and
while COVID -- 19 has been financially neutral for the Group up to
30 June 2021, it is not practicable to estimate the extent of the
potential impact, positive or negative, after the reporting date.
The situation is continually developing and is dependent on
measures imposed by the governments and authorities around the
world, including vaccinations, quarantining, travel restrictions
and any economic stimulus that may be provided.
Based on the information available to the directors as at the
date of this financial report, there are no significant factors
identified which would likely impact on the carrying value of the
Group's investment in associate due to COVID-19. However, the
directors consider that prolonged general economic impacts arising
from COVID-19 may have a negative impact on the operations of the
Group's associate. This in turn may impact the future
recoverability of the Group's carrying value of the associate
investment.
Scheme of Arrangement
On 27 July 2021, the Company announced an Order to convene
Scheme Meeting associated with the Scheme as disclosed in the
Review of Operations section of the directors' report, and on 2
August 2021 the Company issued the notice for the shareholder
meeting, explanatory statement and the terms of the Scheme to the
shareholders and deposit interest holders. The proposed dates for
the Scheme as announced by the Company are:
Scheme Meeting: 2 September
2021
Second Court Date: 9 September
2021
Effective Date (Last 10 September
day of trading) 2021
Record Date: 14 September
2021
Implementation (Payment) 21 September
Date 2021
No other matter or circumstance has occurred subsequent to
period end that has significantly affected, or may significantly
affect, the operations of the Group, the results of those
operations or the state of affairs of the entity in subsequent
financial years.
11. Other information required to be given to ASX under listing
rule 4.2A.3
Net tangible assets per Current period 31 December
security 2020
Net tangible assets per 2.29 cents 2.60 cents
security
Dividends
Amount Amount Franked Amount Date paid/
per security amount per security payable
per security of foreign
at 30% source
tax dividend
Interim dividend: Current Nil N/A N/A N/A N/A
year
Previous period Nil N/A N/A N/A N/A
-------------
Final dividend paid
in respect of previous
financial year:
Nil N/A N/A N/A N/A
Current period:
Final dividend
Previous corresponding
period: Nil N/A N/A N/A N/A
Special dividend
Final dividend
-------------
The dividend or distribution plans shown below are in operation.
N/A.
The last date(s) for receipt of
election notices for the dividend N/A
or distribution plans
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END
IR FIFLTTLILVIL
(END) Dow Jones Newswires
August 31, 2021 04:15 ET (08:15 GMT)
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