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
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Loss after tax from ordinary activities attributable to members |
up |
6% |
to |
3,405 |
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Loss after tax attributable to members
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up |
6% |
to |
3,405 |
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Dividends (distributions) |
Amount per security |
Franked amount per security |
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Current period Interim dividend declared Final dividend paid |
Nil ¢ Nil ¢ |
0% 0% |
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Previous corresponding period Interim dividend declared Final dividend paid |
Nil ¢ Nil ¢ |
0% 0% |
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Record date for determining entitlements to the dividend. |
N/A |
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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
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
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
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
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:
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Scheme Meeting: |
2 September 2021 |
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Second Court Date: |
9 September 2021 |
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Effective Date (Last day of trading) |
10 September 2021 |
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Record Date: |
14 September 2021 |
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Implementation (Payment) Date |
21 September 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:
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Issuing Entity |
Number of shares under option |
Class of shares |
Exercise price of option |
Expiry date of options |
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Wameja Limited 6,000,000 Ordinary |
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Wameja Limited 3,350,000 Ordinary |
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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
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
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:
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the financial statements and notes, as set out on pages 9 to 16, are in accordance with the Corporations Act 2001, including: |
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complying with Accounting Standard AASB 134: Interim Financial Reporting; and |
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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. |
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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. |
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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
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Consolidated |
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Note |
Half-Year Ended30 June 2021 | ||||