TIDMWJA

RNS Number : 5007E

Wameja Limited

28 February 2020

Appendix 4E

Wameja Limited

(formely eServGlobal Limited)

ABN 59 052 947 743

Preliminary Final Report

for the year ended 31 December 2019

   1.    Reporting Period 

Current reporting period: Financial year ended 31 December 2019 (12 months)

Previous reporting period: Financial year ended 31 December 2018 (12 months)

   2.    Results for announcement to the market 
 
 Results                                                                          A$ '000 
 
 
 Loss after tax                                       Down           33 %   to   (13,185) 
 
 Loss after tax attributable to members               Down           33 %   to   (13,185) 
 
 Dividends (distributions)                     Amount per security         Franked amount 
                                                                             per security 
 Current period 
  Interim dividend                                    Nil c                   0% 
  Final dividend                                      Nil c                    0% 
                                                                    --------------------- 
 Previous corresponding period 
  Interim dividend                                    Nil c                   0% 
  Final dividend                                      Nil c                    0% 
                                             ---------------------  --------------------- 
 
 Record date for determining entitlements                         N/A 
 to the dividend. 
 
 
 
 
 
   Brief explanation of the figures above 
 
   The net result of the consolidated entity for the year to 31 December 
   2019 was a loss after tax and minority interest for the year of $13.2 
   million, which comprised a loss from continued operations amounting 
   to $10.6 million and a loss from discontinued operations amounting to 
   $2.6 million (2018 year: loss after tax and minority interest of $19.7 
   million). The discontinued operations represent the Group's core business, 
   eServGlobal SAS and its controlled entities which was disposed on 25 
   July 2019. 
 
   Total cash flow for the year was a net outflow of $16.5 million (2018 
   year: net inflow of $16.0 million). Cash at 31 December 2019 was $11.6 
   million. 
 
 
   Subsequent Events 
 
   There has not been any matter or circumstance that has arisen since 
   the end of the financial year that has significantly affected, or may 
   significantly affect, the operations of the Group, the results of those 
   operations, or the of the Group in future financial years. 
 
   3.    Consolidated statement of profit or loss and other comprehensive income 
 
                                                                                        Year Ended         Year Ended 
                                                                                        31 Dec 2019        31 Dec 2018 
                                                                             Note          $`000             $`000 
                                                                                   --------------------  ------------- 
 Continuing operations 
 Interest income                                                                                     70              - 
 Foreign exchange gain/(loss)                                                                       157 
 Administration expenses                                                                        (2,784)        (3,361) 
 Restructure and transaction related costs                                                      (1,412)              - 
 Share of profit / (loss) of associate                                                          (6,596)        (6,232) 
                                                                                   --------------------  ------------- 
 Loss before tax                                                                               (10,565)        (9,593) 
 Income tax expense                                                                                   -              - 
                                                                                   --------------------  ------------- 
 Loss for the year from continuing operations                                                  (10,565)        (9,593) 
                                                                                   --------------------  ------------- 
 
 Discontinued operations 
 Loss for the year from discontinued operations                               7                 (2,620)       (10,154) 
                                                                                   --------------------  ------------- 
 Loss for the year                                                                             (13,185)       (19,747) 
                                                                                   --------------------  ------------- 
 
 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)                                                                                (139)          6,308 
 
 Items that have been reclassified to profit or loss: 
 Transfer from foreign exchange reserve on disposal of subsidiary                                 (891)              - 
                                                                                   --------------------  ------------- 
 Total comprehensive income/(loss) for the year                                                (14,215)       (13,439) 
                                                                                   --------------------  ------------- 
 
 
 Equity holders of the parent                                                                  (13,185)       (19,863) 
 Non-controlling interest                                                                         -                116 
                                                                                   --------------------  ------------- 
                                                                                               (13,185)       (19,747) 
                                                                                   --------------------  ------------- 
 
 Total comprehensive loss attributable to: 
 Equity holders of the parent                                                                  (14,215)       (13,555) 
 Non-controlling interest                                                                         -                116 
                                                                                   --------------------  ------------- 
                                                                                               (14,215)       (13,439) 
                                                                                   --------------------  ------------- 
 Loss per share: 
 
 From continuing and discontinued operations 
 Basic (cents per share)                                                                         (1.09)         (0.06) 
 Diluted (cents per share)                                                                       (1.09)         (0.06) 
 
 From continuing operations 
 Basic (cents per share)                                                                         (0.87)         (0.06) 
 Diluted (cents per share)                                                                       (0.87)         (0.06) 
 
   4.    Consolidated statement of financial position 
 
                                                    As at                    As at 
                                     Note        31 Dec 2019              31 Dec 2018 
                                                    $`000                    $`000 
 Current Assets 
 Cash and cash equivalents                                 11,636                    27,451 
 Trade receivables and contract 
  assets                                                        -                     4,159 
 Inventories                                                    -                        28 
 Current tax assets                                             -                        37 
 Other current assets                                           -                       973 
 Other financial assets               9                     4,239                         - 
                                           ----------------------  ------------------------ 
 Total Current Assets                                      15,876                    32,648 
 
 Non-Current Assets 
 Investment in associate              8                    25,462                    25,791 
 Property, plant and equipment                                  -                       257 
 Deferred tax assets                                            -                       673 
 Intangible assets                                              -                     3,294 
                                           ---------------------- 
 Total Non-Current Assets                                  25,462                    30,015 
 
 Total Assets                                              41,337                    62,663 
                                           ----------------------  ------------------------ 
 
 Current Liabilities 
 Trade and other payables                                     271                     4,085 
 Current tax payables                                           -                     1,046 
 Provisions                                                     -                     1,112 
 Contract liabilities                                           -                       595 
                                           ----------------------  ------------------------ 
 Total Current Liabilities                                    271                     6,838 
 
 Non-Current Liabilities 
 Provisions                                                     -                       717 
                                           ----------------------  ------------------------ 
 Total Non-Current Liabilities                                  -                       717 
 
 Total Liabilities                                            271                     7,555 
                                           ----------------------  ------------------------ 
 
 Net Assets                                                41,067                    55,108 
                                           ----------------------  ------------------------ 
 
 Equity 
 Issued capital                                           212,326                   212,326 
 Reserves                                                   4,922                     5,653 
 Accumulated losses                                     (176,181)                 (162,991) 
                                           ----------------------  ------------------------ 
 Equity attributable to owners of 
  the parent                                               41,067                    54,988 
 Non-controlling interest                                       -                       120 
                                           ----------------------  ------------------------ 
 Total Equity                                              41,067                    55,108 
                                           ----------------------  ------------------------ 
 
   5.    Consolidated statement of changes in equity 
 
                                 Foreign 
                                 Currency     Equity-settled                  Attributable         Non 
                     Issued     Translation      benefits      Accumulated      to owners      controlling 
                     Capital      Reserve         Reserve         Losses      of the parent     Interest       Total 
                     $`000        $`000           $`000           $`000          $`000            $`000        $`000 
                   ---------  -------------  ---------------  ------------  ---------------  --------------  --------- 
 Balance at 1 
  January 
  2019               212,326          1,905            3,752     (162,995)           54,988             120     55,108 
                   =========  =============  ===============  ============  ===============  ==============  ========= 
 Loss for the 
  year                     -              -                -      (13,185)         (13,185)               -   (13,185) 
 Exchange 
  differences 
  arising on 
  translation 
  of foreign 
  operations               -          (139)                -             -            (139)               -      (139) 
 Transfer from 
  foreign 
  exchange 
  reserve on 
  disposal 
  of subsidiary            -          (891)                -             -            (891)               -      (891) 
                   ---------  -------------  ---------------  ------------  ---------------  --------------  --------- 
 Total 
  comprehensive 
  loss for the 
  year 
  (net of tax)             -        (1,030)                -      (13,185)         (14,215)               -   (14,215) 
 Derecognition 
  of 
  Non-Controlling 
  Interest on 
  disposal                 -              -                -             -                -           (120)      (120) 
 Equity settled 
  payments                 -              -              295             -              295               -          - 
 Balance at 31 
  December 2019      212,326            875            4,047     (176,181)           41,067               -     41,067 
 
 
 
                                 Foreign 
                                 Currency     Equity-settled                  Attributable         Non 
                     Issued     Translation      benefits      Accumulated      to owners      controlling 
                     Capital      Reserve         Reserve         Losses      of the parent     Interest       Total 
                     $`000        $`000           $`000           $`000          $`000            $`000        $`000 
                   ---------  -------------  ---------------  ------------  ---------------  --------------  --------- 
 Balance at 1 
  January 
  2018               180,352        (4,403)            3,337     (143,128)           36,158             127     36,285 
                   =========  =============  ===============  ============  ===============  ==============  ========= 
 Loss for the 
  period                   -              -                -      (19,863)         (19,863)             116   (19,747) 
 Exchange 
  differences 
  arising on 
  translation 
  of foreign 
  operations               -          6,308                -             -            6,308               -      6,308 
                   ---------  -------------  ---------------  ------------  ---------------  --------------  --------- 
 Total 
  comprehensive 
  income/(loss) 
  for the period           -          6,308                -      (19,867)         (13,355)             116   (13,439) 
 Issue of new 
  shares, 
  net of share 
  issue 
  costs               31,974              -                -             -           31,974               -     31,974 
 Payment of 
  dividends                -              -                -             -                -           (123)      (123) 
 Equity settled 
  payments                 -              -              415             -              411               -        411 
 Balance at 31 
  December 2018      212,326          1,905            3,752     (162,995)           54,988             120     55,108 
 
 
   6.    Consolidated statement of cash flows 
 
                                                     Year ended     Year ended 
                                                     31 Dec 2019    31 Dec 2018 
                                                       $`000          $`000 
                                                   -------------  ------------- 
 Cash Flows from Operating Activities 
 Cash receipts from customers                              7,198         13,046 
 Cash payments to suppliers and employees               (11,659)       (23,567) 
 Refund of research & development tax credits                  -            764 
 Interest and other costs of finance paid                      -          (277) 
 Income tax (paid) / refund                              (1,316)             96 
                                                   -------------  ------------- 
 
 Net cash used in operating activities                   (5,777)        (9,938) 
                                                   -------------  ------------- 
 
 Cash Flows from Investing Activities 
 Investment in HomeSend joint venture Company            (6,479)        (3,506) 
 Proceeds from disposal of PPE                              (78)              - 
 Payment for property, plant and equipment                     -          (247) 
 Cash flow from disposal of subsidiaries,                  1,485 
  net of cash disposed                                                        - 
 Advances to Homesend joint venture company              (4,239)              - 
 Software development costs                              (1,369)        (2,180) 
                                                   -------------  ------------- 
 
 Net cash used in investing activities                  (10,680)        (5,933) 
                                                   -------------  ------------- 
 
 Cash Flows from Financing Activities 
 Payment of dividends to minority shareholder 
  in subsidiary                                                -          (124) 
 Proceeds from issues of shares                                -         33,440 
 Payment for share issue costs                                 -        (1,466) 
 
 Net cash from financing activities                            -         31,850 
                                                   -------------  ------------- 
 
 Net (decrease)/increase in Cash and Cash 
  Equivalents                                           (16,459)         15,979 
 
 Cash at The Beginning of the Year                        27,451         10,801 
 Effects of rate changes on the balance of cash 
  held in foreign currencies                                 644            671 
 
 Cash and Cash Equivalents at The End 
  of the Year                                             11,636         27,451 
                                                   -------------  ------------- 
 
   7.    Discontinued operations 

The Group signed a 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.

   8.    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 interest 
  associate                                       and principal             and voting rights held by 
                                                place of business                   the Group 
                                                                         31 December      31 December 
                                                                             2019          2018 
              ----------------------------  ------------------------  -----------------  ---------------- 
 HomeSend      Provision of international 
  SCRL(i)       mobile money services        Brussels, Belgium              35.68%            35.68% 
              ----------------------------  ------------------------  -----------------  ---------------- 
 

(i) HomeSend SCRL was formed on 3 April 2014. The directors have determined that the Group exercises significant influence over HomeSend SCRL 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.

   (ii)   Reconciliation of the carrying amount of the investment in associate: 
 
 
                                          31 Dec 2019    31 Dec 2018 
                                            $`000          $`000 
                                        -------------  ------------- 
 Opening balance                               25,791         26,319 
 Investment in associate                        6,479          3,506 
 Share of current period loss of 
  the associate                               (6,596)        (6,232) 
 Effects of foreign currency exchange 
  movements                                     (212)          2,198 
--------------------------------------  -------------  ------------- 
 Closing balance                               25,462         25,791 
--------------------------------------  -------------  ------------- 
 
   9.    Other financial assets 

Amounts receivable from associate

During the year, 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 31 March 2020.

The first drawdown request from HomeSend SCRL under the loan facility was announced on 19 May 2019. As at balance date, the company has provided its proportionate share in total drawdowns with Mastercard amounting to $4.2 million.

10. Net Tangible Assets per security

 
                           31 December 2019   31 December 
                                                     2018 
 Net tangible assets per          3.4 cents     4.3 cents 
  security 
 

11. Dividends

 
                               Amount          Amount         Franked         Amount per   Date paid/ 
                                         per security          amount           security      payable 
                                                         per security         of foreign 
                                                               at 30%    source dividend 
                                                                  tax 
 
   Interim dividend: Current      Nil             N/A             N/A                N/A          N/A 
   year 
 
   Previous year                  Nil             N/A             N/A                N/A          N/A 
                                                                                          ----------- 
 
   Final dividend: Current        Nil             N/A             N/A                N/A          N/A 
   year 
 
   Previous year                  Nil             N/A             N/A                N/A          N/A 
                              -------  --------------  --------------  -----------------  ----------- 
 

There are no Dividend Reinvestment Plans.

12. Control gained over entities

N/A

12.1 Loss of control over entities

During the year, the company sold its core business, eServGlobal Holdings SAS and its controlled entities, to Seamless Distribution Systems. The sale was completed on 25 July 2019 for a total cash consideration of $3.2m prior to any costs to sell.

13. Subsequent Events

There has not been any matter or circumstance that has arisen since the end of the financial year 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 Group in future financial years.

14. Commentary on Results for the Period

Refer to the explanation of results in Section 2.

15. Accounts

This report is based on accounts which are in the process of being audited.

Director

   Print name:    John Conoley                       Date:   28 February 2020 

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

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February 28, 2020 05:30 ET (10:30 GMT)

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