Wameja Limited
ABN 59 052 947 743
Full Year Statutory Accounts
for the year ended 31 December 2020
Full Year Statutory Accounts
for the year ended 31 December 2020
Contents
Results for announcement to the market 1
Directors' report 2
Auditor's independence declaration 11
Independent auditors report 12
Directors' declaration 16
Consolidated statement of profit or loss and other comprehensive income 17
Consolidated statement of financial position 18
Consolidated statement of changes in equity 19
Consolidated statement of cash flows 20
Notes to the consolidated financial statements 21
Results for announcement to the market
Results |
A$ '000
|
|||||
Loss after tax from ordinary activities attributable to members |
down |
31% |
to |
(9,159) |
||
Loss after tax attributable to members
|
down |
31% |
to |
(9,159) |
||
|
|
|||||
Dividends (distributions) |
Amount per security |
Franked amount per security |
||||
Current period Interim dividend declared Final dividend paid |
Nil ¢ Nil ¢ |
0% 0% |
||||
Previous corresponding period (i) Interim dividend declared Final dividend paid |
Nil ¢ Nil ¢ |
0% 0% |
||||
|
|
|||||
Record date for determining entitlements to the dividend. |
N/A |
|||||
|
||||||
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 (35.68%) and Mastercard (64.32%).
The net result of the consolidated entity from continuing operations for the year ended 31 December 2020 was a loss after tax and minority interest for the period of
During the period, there was a net cash outflow of
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 £0.08 per share by way of a Scheme of Arrangement pursuant to Australian Law under Part 5.1 of the Corporations Act ("the Scheme").
The Scheme has been delayed by the Notice of Potential Claim issued by Seamless Distribution Systems AB referred to elsewhere in this financial report ("the Notices"). The parties to the Scheme Implementation Agreement are attempting to resolve the issues raised by the Notices and are continuing to pursue completion of the Scheme.
|
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 full year ended 31 December 2020. 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 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
Company Secretary
Thomas Rowe has served as Company Secretary of Wameja Limited since 6 April 2011.
Principle activities
Together with Mastercard, Wameja Limited is a joint venture partner of the HomeSend global payment hub, enabling cross-border transfer between bank accounts, cards, mobile wallets, or cash outlets from anywhere in the world.
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 net result of the consolidated entity for the year ended 31 December 2020 was a loss after tax and minority interest of
During the period, there was a net cash outflow of
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 £0.08 per share by way of a Scheme of Arrangement pursuant to Australian Law under Part 5.1 of the Corporations Act ("the Scheme").
The Scheme has been delayed by the Notice of Potential Claim issued by Seamless Distribution Systems AB referred to elsewhere in this financial report ("the Notices"). The parties to the Scheme Implementation Agreement are attempting to resolve the issues raised by the Notices and are continuing to pursue completion of the Scheme.
Subsequent events
The impact of the Coronavirus (COVID 19) pandemic is ongoing and while COVID‑19 has been financially neutral for the Group up to 31 December 2020, it is not practicable to estimate the extent of the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the governments and authorities around the world, such as maintaining social distancing requirements, quarantine, 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 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 recoverability of the Group's carrying value of the investment in associate going forward.
Directors' report
Subsequent events (continued)
On 18 March 2021, Wameja Limited subscribed for a further
No other matter or circumstance has occurred subsequent to year end that has significantly affected, or may significantly affect, the operations of the Company, 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 consolidated entity, such information has not been disclosed in this report.
Environmental regulations
The consolidated entity 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 year under review, the Directors are not aware of any particular or significant environmental issues which have been raised in relation to the consolidated entity's operations.
Dividends
No dividends were declared or paid during the financial year (2019: 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 the 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:
Issuing Entity |
Number of shares under option |
Class of shares |
Exercise price of option |
Expiry date of options |
Wameja Limited 3,650,000 Ordinary |
||||
Wameja Limited 6,000,000 Ordinary |
||||
Wameja Limited 3,350,000 Ordinary |
Details of the options that have expired or lapsed during the financial year and up to the date of this report are:
Issuing Entity |
Option series |
Number of shares under option |
Expiry date of options |
Date options expired/lapsed |
|
|
|
|
|
Wameja Limited |
Issued 07 Apr 2016 |
3,000,000 |
14 Mar 2021 |
14 Mar 2021 |
Wameja Limited |
Issued 08 Aug 2016 |
1,575,000 |
14 Mar 2021 |
14 Mar 2021 |
Wameja Limited |
Issued 15 Jun 2018 |
15,000,000 |
30 Sep 2020 |
30 Sep 2020 |
Wameja Limited |
Issued 05 Sep 2019 |
5,000,000 |
30 Sep 2020 |
30 Sep 2020 |
During the financial year and up to the date of this report, there were no options exercised (2019: nil).
Directors' report
Indemnification of officers and auditors
During the financial year, the Company paid a premium in respect of a contract insuring the directors of the company (as named above), the Company secretary, and all officers of the Company and of any related body corporate against any liability incurred as a director, secretary or officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability cover and the amount of the premium.
The Company has agreed to indemnify the directors of the Company for any liability incurred as a director or officer, to the extent permitted by the Corporations Act 2001.
The Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate, against any liability incurred by such an officer or auditor.
Directors' attendance at Board and Committee meetings held during the financial year
Board of Directors Audit Committee
Directors Held * Attended Held* Attended
Stephen Baldwin 5 5 2 2
John Conoley 5 5 2 2
Tom Rowe 5 5 - -
Jamie Brooke 5 5 - -
James Hume 5 5 - -
Held during term of director's appointment to Board, Audit Committee. The Remuneration and Nominations Committee was disbanded in January 2020 when the company ceased to have any employees.
Non-audit services
The directors are satisfied that the provision of non-audit services, during the financial year, by the auditor (or by another person or firm on the auditor's behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.
The Audit Committee assesses the provision of non-audit services by the auditors to ensure that the auditor independence requirements of the Corporations Act 2001 in relation to the audit are met.
Details of amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in Note 5 to the financial statements.
The directors are of the opinion that the services as disclosed in Note 5 to the financial statements do not compromise the external auditor's independence, based on advice received from the Audit Committee, for the following reasons:
• all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and
• none of the services undermine the general principles relating to auditor independence as set out in APES 110 'Code of Ethics for Professional Accountants' issued by the Accounting Professional & Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.
Auditor's Independence Declaration
The lead auditor's independence declaration under s 307C of the Corporations Act 2001 is set out on page 11 for the year ended 31 December 2020.
Rounding of Amounts
The Consolidated 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
Directors' report
Remuneration Report (Audited)
Determining remuneration policy for directors and key management personnel, and its relationship to Wameja's performance
The Company is listed on both the Australian Securities Exchange and the London Stock Exchange (AIM). It
is an international group which is faced with all of the market pressures that flow in such circumstances. It
must compete successfully with other international organisations that are substantially larger and which
have the ability to draw on enormous resources. Our employees are based in diverse parts of the globe and
regularly must travel to work in remote locations. The remuneration policies must be appropriate to these
circumstances.
In determining the appropriate remuneration policies for the Group, the Board believes that the salary
packages must be sufficient, in the international marketplace in which the Group operates, to attract, retain
and motivate high calibre, hard-working, dedicated employees, who have the knowledge and skills
appropriate for the business. In this regard, a component of the salary package for employees may be paid
after the results of a financial year are completed, and the entitlement is based primarily on the results
achieved by the Group. The Board's broad policy was implemented through its Remuneration and
Nominations Committee during the period that the Company had employees.
The Board had no executive management by 29 January 2020 (with all directors being non-executive from that date).
Director and other key management personnel details
The following persons acted as key management personnel of the Company and the Group during or since the end of the financial year:
• John Conoley (Executive Chairman until 29 January 2020; now non-executive Chairman)
• Stephen Baldwin (Non-executive director)
• Jamie Brooke (Non-executive director)
• Tom Rowe (Company Secretary and non-executive director)
• James Hume (Chief Operational Officer until 29 January 2020; now non-executive director) - appointed as a director on 23 October 2019
Except as noted, the named persons held their current positions for the whole of the financial year and since the end of the financial year.
Elements of key management personnel remuneration
Non-executive directors are paid directors' fees. The Board reviews the level of fees from time to time and sets individual non-executive directors fees based on the levels of fees for comparable listed companies in the appropriate parts of the world.
The non-executive directors are appointed by either the Board or shareholder vote and any appointment is subject to re-election on retirement required at Annual General Meetings.
Executive directors and other key management personnel remuneration comprise both Short Term Incentive (STI) and Long-Term Incentive (LTI) components. The STI takes the form of a cash bonus and the LTI comprises the issue of share options under the Wameja Limited Employee Share Option Plan.
a) No STI payments were made in 2020 or up to the date of this report.
b) The LTI (share option) component contains an element of reward to incentivise loyalty and continuity of
service to the Company through the vesting of options over a defined period with eligibility being dependent
on continued employment and performance of the Group.
Directors' report
Elements of remuneration which are dependent on Company performance
The performance options granted to the key management personnel are subject to the achievement of certain performance hurdles linked to the company's volume weighted average share price. These performance options have been granted to the Non-Executive Chairman and certain other management personnel and is in accordance with the Group's remuneration policy
The tables below set out summary information about the Group's earnings and movements in shareholder wealth for the five years to 31 December 2020.