TIDMWJA
RNS Number : 3728K
Wameja Limited
28 August 2019
Appendix 4D
Wameja Limited
(formerly eServGlobal Limited)
ABN 59 052 947 743
Half-year report and appendix 4D
for the half-year ended 30 June 2019
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 2018 financial report.
HALF-YEAR REPORT & APPIX 4D
FOR THE HALF YEARED 30 JUNE 2019
CONTENTS
Results for announcement to the market 1
Directors' report
2
Auditor's independence declaration
4
Independent review report
5
Directors' declaration
7
Condensed consolidated statement of profit or loss and other comprehensive income 8
Condensed consolidated statement of financial position 9
Condensed consolidated statement of changes in equity 10
Condensed consolidated statement of cash flows
11
Notes to the condensed consolidated financial statements 12
RESULTS FOR ANNOUNCEMENT TO THE MARKET
Results A$ '000
Revenues Up 17.1% to 6,531
Loss after tax attributable to members Up 35% to (10,434)
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 (i)
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 revenue, net profit and dividends (distributions).
During the period the Company announced the sale of its core
business, eServGlobal Holdings SAS and its controlled entities
(refer Directors' report for further details). Following completion
of the sale on 25 July 2019, the Company has also changed its
name to Wameja Limited (formerly eServGlobal Limited).
The consolidated entity achieved sales revenue for the period
of $6.531 million (2018: $5.578 million).
The net result of the consolidated entity for the half year
ended 30 June 2019 was a loss after tax and minority interest
for the period of $10.434 million (2018: $7.747 million loss).
Loss per share was 0.9 cents (2018: loss per share 0.8 cents).
During the period, there was a net cash outflow of $8.893 million
primarily resulting from a net outflow from investing activities
(mainly in relation to investment and advances to HomeSend)
of $6.031 million. Cash at 30 June 2019 was $17.691 million.
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 2019. In order to
comply with the provisions of the Corporations Act 2001, the
Directors report as follows:
Directors
The names of the Directors of the Company during or since the
end of the half year are:
John Conoley Executive Chairman
Andrew Hayward Executive Director (resigned 25 July 2019)
James Brooke Non-executive Director
Stephen Baldwin 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 (35.68%) and Mastercard (64.32%).
The Group entered into a conditional share purchase agreement on
4 June 2019 to sell the core operating business to Seamless
Distribution Systems. This agreement was conditional upon
shareholder approval which was obtained subsequent to year end on
22 July 2019. More detail is provided in the Note 12 - Subsequent
Events. As such, as at 30 June 2019, part of the Group was
considered as a discontinued operation. The remaining part of the
Group (namely the HomeSend Joint Venture and all UK and Australian
operations) remains intact and is presented as continuing
operations.
The consolidated entity achieved sales revenue for the period of
$6.531 million (2018: $5.578 million).
The net result of the consolidated entity for the half year
ended 30 June 2019 was a loss after tax and minority interest for
the period of $10.434 million (2018: $7.747 million loss). Loss per
share was 0.9 cents (2018: loss per share 0.8 cents).
During the period, there was a net cash outflow of $8.893
million primarily resulting from a net outflow from investing
activities (mainly in relation to investment and advances to
HomeSend) of $6.031 million. Cash at 30 June 2019 was $17.691
million.
Subsequent events
The Group signed a conditional share purchase agreement on 4
June 2019 to sell its core operating business, eServGlobal Holdings
SAS and its controlled entities, to Seamless Distribution Systems.
This agreement was conditional upon shareholder approval to be
sought at an EGM. On 25 July 2019, the Group completed the sale of
the core business following the EGM held on 22 July 2019. Total
cash consideration of EUR2m ($3.2 million) prior to any costs to
sell was received by the Company on the completion date.
AUDITOR'S INDEPENCE DECLARATION
The auditor's independence declaration is included on page 4 of
the half-year financial report.
Rounding off of amounts
The Company is a Company of the kind referred to in ASIC
Corporations (Rounding in Financial / Directors' Reports)
Instrument 2016/191 dated 24 March 2016, and in accordance with
this Corporations Instrument amounts in the directors' report and
the financial statements are rounded off to the nearest thousand
dollars, unless otherwise indicated.
Signed in accordance with a resolution of the Directors, made
pursuant to s.306(3) of the Corporations Act 2001.
On behalf of the Directors
John Conoley
Executive Chairman
London, 28 August 2019
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Grosvenor Place
225 George Street
Sydney, NSW, 2000
Australia
Phone: +61 2 9322 7000
www.deloitte.com.au
The Board of Directors
Wameja Limited
c/- Simpsons Solicitors
Level 2, Pier 8/9
23 Hickson Road
Millers Point NSW 2000
28 August 2019
Dear Board Members,
Wameja Limited (formerly eServGlobal 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 (formerly eServGlobal Limited).
As lead audit partner for the review of the financial statements
of Wameja Limited (formerly eServGlobal Limited) for the half year
ended 30 June 2019, 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 sincerely
DELOITTE TOUCHE TOHMATSU
John Bresolin
Partner
Chartered Accountants
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Grosvenor Place
225 George Street
Sydney, NSW, 2000
Australia
Phone: +61 2 9322 7000
www.deloitte.com.au
Independent Auditor's Review Report
to the Members of Wameja Limited (formerly eServGlobal
Limited)
We have reviewed the accompanying half-year financial report of
Wameja Limited (formerly eServGlobal Limited), which comprises the
condensed statement of financial position as at 30 June 2019, the
condensed statement of profit or loss and other comprehensive
income, the condensed statement of cash flows and the condensed
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
of the consolidated entity comprising the company and the entities
it controlled at the end of the half-year or from time to time
during the half-year.
Directors' Responsibility 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 Responsibility
Our responsibility is to express a conclusion on the half-year
financial report based on our review. We conducted our review in
accordance with Auditing Standard on Review Engagements ASRE 2410
Review of a Financial Report Performed by the Independent Auditor
of the Entity, in order to state whether, on the basis of the
procedures described, 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 consolidated entity's financial position as at 30 June
2019 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. As the auditor of
Wameja Limited, ASRE 2410 requires that we comply with the ethical
requirements relevant to the audit of the annual financial
report.
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.
Auditor's Independence Declaration
In conducting our review, we have complied with the independence
requirements of the Corporations Act 2001. We confirm that the
independence declaration required by the Corporations Act 2001,
which has been given to the directors of Wameja Limited, would be
in the same terms if given to the directors as at the time of this
auditor's review report.
Conclusion
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 Wameja Limited is not in accordance with the
Corporations Act 2001, including:
(a) giving a true and fair view of the consolidated entity's
financial position as at 30 June 2019 and of its performance for
the half-year ended on that date; and
(b) complying with Accounting Standard AASB 134 Interim
Financial Reporting and the Corporations Regulations 2001.
DELOITTE TOUCHE TOHMATSU
John Bresolin
Partner
Chartered Accountants
Sydney, 28 August 2019
DIRECTORS' DECLARATION
The Directors declare that:
a) in the Directors' opinion, there are reasonable grounds to
believe the Company will be able to pay its debts as and when they
become due and payable; and
b) in the Directors' opinion, the attached financial statements
and notes thereto are in accordance with the Corporations Act 2001,
including compliance with accounting standards and giving a true
and fair view of the financial position and performance of the
Group.
Signed in accordance with a resolution of the Directors made
pursuant to s.303(5) of the Corporations Act 2001.
On behalf of the Directors
John Conoley
Executive Chairman
London, 28 August 2019
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME FOR THE HALF-YEARED 30 JUNE 2019
Consolidated
Half-Year
Ended 30 Half-Year
June 2019 Ended 30 June
$'000 2018 $'000
Continuing operations
Administration expenses (1,970) (798)
Restructure and transaction related
costs (1,413) -
Foreign exchange gain/ (loss) (163) (842)
Share of profit/(loss) of associate (3,221) (2,554)
----------- ---------------
Loss before tax (6,767) (4,194)
Income tax expense (3) (879)
----------- ---------------
Loss for the period from continuing
operations (6,770) (5,073)
----------- ---------------
Discontinued operations
Revenue 6,531 5,578
Cost of sales (3,148) (3,985)
----------- ---------------
Gross profit 3,383 1,593
Interest income 37 6
Foreign exchange gain/ (loss) 544 (288)
Sales and marketing expenses (1,386) (1,252)
Administration expenses (1,819) (822)
Amortisation expense (1,367) (1,604)
Depreciation expense (78) (30)
Loss on measurement of disposal group
to fair value less cost to sell (2,814) -
----------- ---------------
Loss before tax (3,500) (2,397)
Income tax expense (31) (219)
----------- ---------------
Loss for the period from discontinued
operations (3,531) (2,616)
----------- ---------------
Loss for the period (10,301) (7,689)
----------- ---------------
Other comprehensive income, 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) (513) 486
----------- ---------------
Total comprehensive income for the
period (10,814) (7,203)
=========== ===============
Loss attributable to:
Equity holders of the parent (10,434) (7,747)
Non-controlling interest 133 58
----------- ---------------
(10,301) (7,689)
=========== ===============
Total comprehensive income attributable
to:
Equity holders of the parent (10,947) (7,261)
Non-controlling interest 133 58
----------- ---------------
(10,814) (7,203)
=========== ===============
Earnings/(Loss) per share:
From continuing and discontinued operations
* Basic (cents per share) (0.9) (0.8)
* Diluted (cents per share) (0.9) (0.8)
From continuing operations
* Basic (cents per share) (0.6) (0.5)
* Diluted (cents per share) (0.6) (0.5)
Notes to the Financial Statements are included on pages 12 to
17
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
Consolidated
---------------------------------------------------
30 June 2019 31 December 2018
Note $'000 $'000
----- ------------------------- ------------------------
Current Assets
Cash and cash equivalents 17,691 27,451
Trade receivables and contract
assets 2 - 4,159
Inventories - 28
Current tax assets - 37
Other current assets 230 973
------------------------- ------------------------
Assets classified as held for sale 11 7,524 -
------------------------- ------------------------
Total Current Assets 25,445 32,648
------------------------- ------------------------
Non-Current Assets
Investment in associate 9 25,444 25,791
Other financial assets 10 1,157 -
Property, plant and equipment - 257
Deferred tax assets - 673
Other intangible assets - capitalised
development costs - 3,294
------------------------- ------------------------
Total Non-Current Assets 26,601 30,015
------------------------- ------------------------
Total Assets 52,046 62,663
------------------------- ------------------------
Current Liabilities
Trade and other payables 2,131 4,085
Current tax payables 449 1,046
Provisions - 1,112
Contract liabilities - 595
Liabilities associated with assets
classified as held for sale 11 5,129 -
Total Current Liabilities 7,709 6,838
------------------------- ------------------------
Non-Current Liabilities
Provisions - 717
Total Liabilities 7,709 7,555
------------------------- ------------------------
Net Assets 44,337 55,108
========================= ========================
Equity
Issued capital 5 212,326 212,326
Reserves 6 5,303 5,653
Accumulated losses (173,425) (162,991)
------------------------- ------------------------
Equity attributable to owners of
the parent 44,204 54,988
Non-controlling interest 133 120
Total Equity 44,337 55,108
========================= ========================
Notes to the Financial Statements are included on pages 12 to
17
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE HALF-YEARED 30 JUNE 2019
Foreign Attributable
Currency Equity-settled to owners
Issued Translation benefits Accumulated of the Non controlling
Capital Reserve Reserve Losses parent Interest Total
$'000 $'000 $'000 $'000 $'000 $'000 $'000
Consolidated
Balance at 1
January 2019 212,326 1,905 3,748 (162,991) 54,988 120 55,108
------------------- ------------------- ----------------- --------------------- ------------------- ----------------- -------------------
Loss for the
period - - - (10,434) (10,434) 133 (10,301)
Exchange differences
arising on translation
of foreign operations - (513) - - (513) - (513)
------------------- ------------------- ----------------- --------------------- ------------------- ----------------- -------------------
Total comprehensive
income/(loss)
for the period - (513) - (10,434) (10,947) 133 (10,814)
------------------- ------------------- ----------------- --------------------- ------------------- ----------------- -------------------
Payment of dividends - - - - (120) (120)
Equity settled
payments - - 163 - 163 - 163
------------------- ------------------- ----------------- --------------------- ------------------- ----------------- -------------------
Balance at 30
June 2019 212,326 1,392 3,911 (173,425) 44,204 133 44,337
------------------- ------------------- ----------------- --------------------- ------------------- ----------------- -------------------
Balance at 1
January 2018 180,352 (4,403) 3,337 (143,128) 36,158 127 36,285
------------------- ------------------- ----------------- --------------------- ------------------- ----------------- -------------------
Loss for the
period - - - (7,747) (7,747) 58 (7,689)
------------------- ------------------- ----------------- --------------------- ------------------- ----------------- -------------------
Exchange
differences
arising on
translation
of foreign
operations - 486 - - 486 - 486
------------------- ------------------- ----------------- --------------------- ------------------- ----------------- -------------------
Total
comprehensive
income/(loss)
for the
period - 486 - (7,747) (7,261) 58 (7,203)
------------------- ------------------- ----------------- --------------------- ------------------- ----------------- -------------------
Payment of dividends - - - - - (142) (142)
------------------- ------------------- ----------------- --------------------- ------------------- ----------------- -------------------
Equity settled
payments - - 290 - 290 - 290
------------------- ------------------- ----------------- --------------------- ------------------- ----------------- -------------------
Balance at 30
June 2018 180,352 (3,917) 3,627 (150,875) 29,187 43 29,230
------------------- ------------------- ----------------- --------------------- ------------------- ----------------- -------------------
Notes to the Financial Statements are included on pages 12 to
17
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE HALF-YEARED 30 JUNE 2019
Consolidated
Half-Year Half-Year
Ended Ended
30 June 2019 30 June 2018
$'000 $'000
-------------- --------------
Continuing and Discontinued Operations
Cash Flows from Operating Activities
Receipts from customers 7,085 5,854
Payments to suppliers and employees (9,417) (12,028)
Tax (paid)/ refund (410) 197
Net cash used in operating activities (2,742) (5,977)
-------------- --------------
Cash Flows from Investing Activities
Investment in HomeSend joint venture
Company (3,478) -
Payment for property, plant and equipment (29) (7)
Advances to Homesend joint venture
Company (1,157) -
Software development costs (1,367) (1,420)
-------------- --------------
Net cash used in investing activities (6,031) (1,427)
-------------- --------------
Cash Flows from Financing Activities
Payment of dividends (120) (142)
Net cash used in financing activities (120) (142)
-------------- --------------
Net Decrease in Cash and Cash Equivalents (8,893) (7,546)
Cash at the beginning of the period 27,451 10,801
Cash and cash equivalents transferred
to assets classified as held for sale (1,516) -
Effects of exchange rate changes on
the balance of cash held in foreign
currencies 649 (389)
-------------- --------------
Cash and Cash Equivalents at the end
of the period 17,691 2,866
============== ==============
The cash at 30 June 2019 includes an undrawn loan facility of
$10.41 million that is being reserved for a loan facility to
HomeSend. Refer Note 10 for details.
Notes to the Financial Statements are included on pages 12 to
17
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Significant accounting policies
(a) Statement of compliance
The half year financial report is a general-purpose financial
report prepared in accordance with the Corporations Act 2001 and
AASB 134 Interim Financial Reporting. Compliance with AASB 134
ensures compliance with International Financial Reporting Standard
IAS 34 Interim Financial Reporting. 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 most
recent annual financial report.
(b) Basis of preparation
The condensed consolidated financial statements have been
prepared on the basis of historical cost. Cost is based on the fair
values of the consideration given in exchange for assets. All
amounts are presented in Australian dollars, unless otherwise
noted.
The Company is a Company of the kind referred to in ASIC
Corporations (Rounding in Financial / Directors' Reports)
Instrument 2016/191 dated 24 March 2016, and in accordance with
this Corporations Instrument amounts in the directors' report and
the financial statements are rounded off to the nearest thousand
dollars, unless otherwise indicated.
Following the receipt of all regulatory approvals, the Company
changed its name to Wameja Limited on 30 July 2019 (formerly
eServGlobal Limited).
The accounting policies and methods of computation adopted in
the preparation of the half year financial report are consistent
with those adopted and disclosed in the Company's 2018 annual
financial report for the financial year ended 31 December 2018,
except for the impact of the Standards and Interpretations
described below. These accounting policies are consistent with
Australian Accounting Standards and with International Financial
Reporting Standards.
New, revised or amending Accounting Standards and
Interpretations adopted
The Group adopted all of the relevant new, revised or amending
Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are mandatory for the
current reporting period.
AASB 16: 'Leases'
In the current year, the Group has adopted AASB 16 'Leases'
which has come into effect 1 January 2019. The Group has applied
AASB 16 in accordance with the modified approach. As such,
comparatives have not been restated.
Impact of the new definition of a lease
The change to the definition of a lease mainly relates to the
concept of control. AASB 16 determines whether a contract contains
a lease on the basis of whether the customer has the right to
control the use of an identified asset for the period of time in
exchange for consideration.
Former operating leases
Former operating leases AASB 16 changes how the Group accounts
for leases previously classified as operating leases under AASB
117, which were off-balance sheet.
Applying AASB 16, for all leases (except as noted below), the
Group:
-- Recognises right-of-use assets and lease liabilities in the
consolidated statement of financial position, initially measured at
the present value of future lease payments
-- Recognises depreciation of right-of-use assets and interest
on lease liabilities in the consolidated statement of profit or
loss
-- Separates the total amount of cash paid into a principal
portion (presented within financing activities) and interest
(presented within operating activities) in the consolidated
statement of cash flows.
Lease incentives (e.g. free rent period) are recognised as part
of the measurement of the right-of-use assets and lease liabilities
whereas under AASB 117 they resulted in the recognition of a lease
incentive liability, amortised as a reduction of rental expense on
a straight-line basis.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Significant accounting policies (continued)
New, revised or amending Accounting Standards and
Interpretations adopted (continued)
AASB 16: 'Leases' (continued)
Impact of the new definition of a lease (continued)
Under AASB 16, right-of-use assets are tested for impairment in
accordance with AASB 136 Impairment of Assets. This replaces the
previous requirement to recognise a provision for onerous lease
contracts.
For short-term leases (lease term of 12 months or less) and
leases of low value asset (such as personal computers and office
furniture), the Group has opted to recognise a lease expense on a
straight-line basis as permitted by AASB 16.
The directors of the Group reviewed and assessed the Group's
operating leases as at 1 January 2019 and concluded that the new
standard did not have a material impact on the Group's financial
statements.
(c) Assets held for sale
Assets classified as held for sale are measured at the lower of
carrying amount and fair value less cost to sell.
Assets are classified as held for sale if their carrying amount
will be recovered through a sale transaction rather than through
continuing use. This condition is regarded as met only when the
sale is highly probable and the asset (or disposal group) is
available for immediate sale in its present condition. Management
must be committed to the sale which should be expected to qualify
for recognition as completed sale within one year from the date of
classification.
When the Group is committed to a sale plan involving loss of
control of a subsidiary, all of the assets and liabilities of the
subsidiary are classified as held for sale when the criteria
described above are met, regardless of whether the Group will
retain a non-controlling interest in its former subsidiary after
the sale.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
30 June
31 December
2019 2018
$'000 $'000
2. Trade receivables and contract assets
Trade receivables - 2,934
Less: Credit loss allowance - (945)
--------------------------------------- -------------- ------------
- 1,989
Contract assets - 2,527
Less: Credit loss allowance - (357)
--------------------------------------- -------------- ------------
- 2,170
------------------------------------------------------ ------------
Total trade receivables and contract
assets - 4,159
The expected credit losses on trade receivables are estimated
using a provision matrix by reference to past default experience of
the debtor and an analysis of the debtor's current financial
position, adjusted for factors that are specific to the debtors and
the general economic conditions of the industry in which the
debtors operate.
There has been no change in the estimation techniques or
significant assumptions made during the current reporting
period.
Trade receivables and contracts assets have been reclassified as
'Assets held for sale' as at 30 June 2019. Refer Note 11 for
details.
3. 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.
4. Issuances, repurchases and repayment of securities
During the current period the Company did not issue any shares
(2018: nil).
No employee share options were exercised or cancelled in the
period (2018: nil).
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5. Issued Capital
31 December
30 June 2019 2018
$'000 $'000
1,210,850,662 fully paid ordinary
shares
(2018: 1,210,850,662) 212,326 212,326
------------- ------------
30 June 2019 31 December 2018
No. '000 $'000 No. '000 $'000
---------- -------- ---------- --------
Fully Paid Ordinary Shares
Balance at the beginning of the
financial period 1,210,851 212,326 906,851 180,352
Shares issued in the period - - 304,000 33,440
Costs of share issue - - - (1,466)
---------- -------- ---------- --------
Balance at the end of the financial
period 1,210,851 212,326 1,210,851 212,326
---------- -------- ---------- --------
6. Reserves
30 June 2019 31 December
2018
$'000 $'000
Employee equity-settled benefit 3,911 3,748
Foreign currency translation 1,392 1,905
------------- ------------
5,303 5,653
------------- ------------
7. Financial Instruments
This note provides information about how the Group determines
fair values of various financial assets and financial
liabilities.
7.1 Fair value of the Group's financial assets and financial
liabilities that are measured at fair value on a recurring
basis
The Group has no financial assets and financial liabilities that
are measured at fair value as at 30 June 2019 (December 2018:
nil).
7.2 Fair value of financial assets and financial liabilities
that are not measured at fair value on a recurring basis (but fair
value disclosures are required)
The Directors consider that the carrying amounts of the
following financial assets and financial liabilities recognised in
the condensed consolidated financial statements approximate their
fair values.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
8. Dividends
No dividend has been declared in respect of the current or
previous financial year.
9. Investment in associate
Details of the material investment in associate 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 2019 31 December
2018
---------------------------- ------------------------ --------------- -------------
HomeSend Provision of international
SRCL (a) mobile money services Brussels, Belgium 35.68% 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 35.68% 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
2018
2019 $000
$000
Opening balance 25,791 26,319
Investment in associate (i) 3,478 3,506
Share of current period loss of the associate (3,221) (6,232)
Effects of foreign currency exchange movements (604) 2,198
Closing balance 25,444 25,791
-------- ------------
(i) In May 2019, the Company participated in the HomeSend
capital raise to maintain its 35.68% holding in the Joint Venture.
The Company contributed $3.48 million (EUR2.19million) towards the
total $9.75 million (EUR6.14 million) capital raise.
10. Other financial assets
Amounts receivable from associate:
During the period, the Company entered into a loan facility
agreement with HomeSend SCRL for the sole permitted purpose of
funding the pre- payment timing gaps in HomeSend's settlement model
(the "Facility"). Mastercard has entered into a similar loan
facility agreement with HomeSend SCRL. The Facility is for a total
of $31.16 million (EUR20 million) between the Company and
Mastercard with the Company providing approximately $11.57 million
(EUR7.1 million) in proportion to its shareholding in HomeSend
SCRL.
The Facility is a revolving credit line providing HomeSend the
ability to draw and re-draw the funds as required, with an
obligation to return amounts drawn if not required, based on
HomeSend's forecasts. The Facility is unsecured and interest is
payable quarterly at 1.916% per annum on the amount drawn. There is
no establishment or commitment fee. The facility expires on 15
December 2020.
The first drawdown request from HomeSend SCRL under the loan
facility was announced on 19 May 2019. The total drawdown was $3.2
million (EUR2.0 million) between the Company and Mastercard, with
the Company providing its proportionate share in the amount of
$1.157 million (EUR0.714 million).
As at 30 June 2019 the Company's share of the undrawn portion of
the loan facility amounted to $10.41 million.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
11. Assets Classified as Held for Sale
As at 30 June 2019, the Group was in the process of selling
eServGlobal Holdings SAS and its controlled entities ("eServGlobal
Holdings SAS"). eServGlobal Holdings SAS was carrying out the
principal operating activities of the Group. As a result,
eServGlobal Holdings SAS has been classified as 'held for sale' and
presented as a 'discontinued operation'.
The fair value less costs to sell off this business unit is
expected to be lower than the aggregate carrying amount of the
related assets and liabilities. Therefore, an impairment charge was
recognised on reclassification of the asset and liabilities as held
for sale as at 30 June 2019.
30 June 2019
$'000
Carrying value of net assets classified
as held for sale 5,209
Impairment loss on re-measurement to fair
value less costs to sell (2,814)
------------------------------------------------------ ------------------
Fair value of net assets classified as
held for sale 2,395
------------------------------------------------------ ------------------
Cash and cash equivalents 1,516
Trade receivables 1,191
Contract assets 2,586
Other current assets 651
Property, plant and equipment 259
Deferred tax assets 949
Other intangible assets, net of impairment 372
Assets classified as held for sale 7,524
------------------------------------------------------ ------------------
Trade payables and accruals 873
Provisions and other liabilities 3,446
Contract liabilities 810
Liabilities associated with assets classified
as held for sale 5,129
------------------------------------------------------ ------------------
The fair value of net assets classified as held for sale have been
disclosed in the statement of financial position as follows:
Current assets 7,524
Current liabilities 5,129
------------------------------------------------------ ------------------
During the period, eServGlobal Holdings SAS paid $0.168 million
in respect of operating activities, paid $1.396 million in respect
of investing activities and paid $0.120 million in respect of
financing activities.
12. Subsequent events
The Group signed a conditional share purchase agreement on 4
June 2019 to sell its core operating business, eServGlobal Holdings
SAS, to Seamless Distribution Systems. This agreement was
conditional upon shareholder approval to be sought at an EGM.
On 25 July 2019, the Group completed the sale following the EGM
held on 22 July 2019. Total cash consideration of EUR2 million
($3.2 million) prior to any costs to sell was received by the
Company on completion date. Costs associated with the sale have
been fully provided for in these condensed consolidated financial
statements.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
13. Other information required to be given to ASX under listing
rule 4.2A.3
Net tangible assets per Current period 31 December
security 2018
Net tangible assets per 3.6 cents 4.3 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
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR LIFLSTTITFIA
(END) Dow Jones Newswires
August 28, 2019 02:00 ET (06:00 GMT)
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