Fintech Asia Limited - Half-year Report
24/03/2023 14:27
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RNS Number : 2037U Fintech Asia Limited 24 March 2023
24 March 2023
FINTECH ASIA LIMITED
("Fintech Asia" or the "Company")
Half-Year Report
Fintech Asia, (LON:FINA) a company established to acquire one or more
companies or businesses in the financial technology sector, focused on
improving the delivery and use of financial services in Asia, announces its
unaudited half-yearly results for the six months ended 31 December 2022.
Post period end, on 14 March 2023, the Company announced that it has entered
into a heads of terms to acquire the entire issued share capital of InvesCore
Financial Group Pte. Ltd. ("InvesCore") (the "Proposed Acquisition"). As the
Proposed Acquisition is classified as a reverse takeover in accordance with
the UK Financial Conduct Authority's Listing Rules the Company's listing on
the Standard Segment of the Official List and from trading on the Main Market
of the London Stock Exchange is currently suspended pending the publication of
a prospectus and the application by the Company to have its enlarged share
capital listed on the Standard Segment of the Official List and admitted to
trading on the Main Market.
For further information please contact:
Fintech Asia Limited Via IFC
Oliver Fox, CEO
Strand Hanson Limited (Financial Advisor) +44 (0) 207 409 3494
Rory Murphy / Abigail Wennington
Novum Securities (Broker) +44 (0) 207 399 9400
Colin Rowbury
IFC Advisory Limited (Financial PR and IR) +44 (0) 203 934 6630
Tim Metcalfe
Zach Cohen
LEI: 213800C7BC4EZQAEBT76
DIRECTORS' REPORT
FOR THE SIX MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2022
The directors submit the half year report and unaudited financial statements
of Fintech Asia Limited (the "Company") which is incorporated in Guernsey, for
the six month period ended 31 December 2022.
PRINCIPAL ACTIVITY
The principal activity of the Company is to undertake the acquisition of one
or more companies or businesses in the financial technology sector that offer
new technologies that seek to improve and automate the delivery and use of
financial services in Asia or from Asia into the Western economies. There has
been no change in the activity of the Company during the period.
PUBLIC LISTING
During the period the Company was admitted to the main market for listed
securities of the London Stock Exchange under the ticker symbol "FINA" with
shares registered with an ISIN of GG00BPGZTM87 and SEDOL of BPGZTM8. The
Company issued 3,010,000 Ordinary Shares on admission raising GBP1,455,000 to
pursue the Company's strategy through paying the costs of admission, the costs
of due diligence associated with a potential acquisition and to pay towards
the costs of re-admission on an acquisition.
POST BALANCE SHEET EVENT
On 14 March 2023 at 7.30am, the Company announced by RNS, its Suspension of
Listing and entry into a heads of terms to acquire the entire issued share
capital of InvesCore Financial Group Pte. Ltd. ("InvesCore") (the "Proposed
Acquisition"). The Proposed Acquisition would constitute a reverse takeover
under the UK Financial Conduct Authority ("FCA")'s Listing Rules.
InvesCore is a group of companies with its primary operations in the
micro-finance sector, offering loans and investment products to businesses and
individuals, primarily in Asia, and has developed technologies, including a
mobile application, to sell certain of its product lines.
DIVIDENDS
The directors do not recommend the payment of a dividend.
RESULTS
The results of the Company for the six month period ended 31 December 2022 are
shown in the Statement of Comprehensive Income.
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties of the Company are unchanged from those
disclosed in the Prospectus issued on 12 September 2022. The Board will
continue to assess the principal risks and uncertainties relating to the
Company for the remaining six months of the current fiscal year but currently
expects them to remain substantially the same.
GEOPOLITICAL RISKS
Russia/Ukraine
The Company has not been directly impacted by the current war in Ukraine nor
by the sanctions imposed on the Russian Federation but may face inflationary
pressure as a result of the worldwide impact on global economies.
DIRECTORS
The directors of the Company during the period and for the period to the date
these financial statements were signed were as follows:
Ms Nicola Jane Walker
Mr Robert George Shepherd
Mr Oliver Stuart Fox
UNAUDITED STATUS
A resolution has been passed by the members in accordance with the provisions
of Section 256 of the Companies (Guernsey) Law, 2008, as amended (the "Law"),
that the Company shall be exempt from any and all requirements under the Law
to have its accounts audited for the period ended 31 December 2022.
DIRECTORS' RESPONSIBILITIES
FOR THE SIX MONTH PERIOD FROM 1 JULY 2022 TO 31 DECEMBER 2022
The directors are responsible for preparing financial statements for each
financial period which give a true and fair view, in accordance with the
applicable Guernsey law and International Financial Reporting Standards
("IFRS") of the state of affairs of the Company and of the profit or loss of
the Company for that period.
In preparing these financial statements, the directors are required to:
i) select suitable accounting policies and then apply them consistently;
ii) make judgements and accounting estimates that are reasonable and prudent;
iii) present information, including accounting policies, in a manner that provides
relevant, reliable, comparable and understandable information;
iv) state whether applicable IFRS UK accounting standards have been followed,
subject to any material departures disclosed and explained in the financial
statements; and
v) prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The directors confirm that they have complied with the above requirements in
preparing the financial statements.
The directors are responsible for keeping proper accounting records that
disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that the financial statements comply with
the Companies (Guernsey) Law, 2008. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
APPROVED BY THE BOARD OF DIRECTORS
24 March 2023
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
As at As at
Note 31 December 2022 31 December 2021
GBP GBP GBP GBP
CURRENT ASSETS
Other current assets 5 13,630 17,297
Cash and cash equivalents 905,510 440,943
919,140 458,240
CURRENT LIABILITIES
Trade and other payables 6 27,137 97,304
27,137 97,304
NET CURRENT ASSETS 892,003 360,936
NET ASSETS GBP 892,003 GBP 360,936
CAPITAL AND RESERVES
SHARE CAPITAL 8 - -
SHARE PREMIUM 8 2,091,000 586,000
ACCUMULATED LOSSES (1,198,997) (225,064)
GBP 892,003 GBP 360,936
The unaudited interim financial statements were approved and authorised for
issue by the Board of Directors and signed on its behalf by:
Director: Oliver Fox
Date: 24 March 2023
STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTH PERIOD FROM 01 JULY 2022 TO 31 DECEMBER 2022
6 months to 6 months to
31 December 2022 31 December 2021
Note GBP GBP GBP GBP
INCOME
Bank interest 3,726 -
3,726 -
EXPENSES
Administration fees 51,553 33,816
Accountancy fees 3,250 1,625
Legal and professional fees 524,105 180,455
Advisory fees 58,410 -
Annual registration fees 250 -
Regulatory fees 12,564 -
Directors' remuneration 92,810 1,384
Reimbursement of expenses to directors 19,749 -
Insurance 7,735 6,603
Licence fees 25,491 -
Commission fees 6,500 -
Bank charges 812 180
Telephone costs 111 -
Computer costs 111 -
Sundry expenses 394 945
803,845 225,008
OPERATING LOSS GBP (800,119) GBP (225,008)
Loss on foreign exchange (907) (56)
COMPREHENSIVE LOSS FOR THE PERIOD GBP (801,026) GBP (225,064)
There were no items of other comprehensive income during the period,
accordingly, only a single statement of comprehensive income is presented.
STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTH PERIOD FROM 01 JULY 2022 TO 31 DECEMBER 2022
Share Capital Share Premium Accumulated Losses Total Equity
Notes GBP GBP GBP GBP
AT 1 JULY 2021 1 - - 1
Issued shares 8 - 586,000 - 586,000
Redemption of redeemable shares (1) - - (1)
Loss for the period - - (225,064) (225,064)
AT 31 DECEMBER 2021 - 586,000 (225,064) 360,936
AT 01 JULY 2022 - 586,000 (397,971) 188,029
Issued shares 8 - 1,505,000 - 1,505,000
Loss for the period - - (801,026) (801,026)
AT 31 DECEMBER 2022 - 2,091,000 (1,198,997) 892,003
STATEMENT OF CASH FLOWS
FOR THE SIX MONTH PERIOD FROM 01 JULY 2022 TO 31 DECEMBER 2022
6 months to 31 December 2022 6 months to 31 December 2021
GBP GBP
CASH FLOWS FROM OPERATING ACTIVITIES
Total comprehensive loss for the period (801,026) (225,064)
Adjustments for:
Share-based payment charge 50,000 50,000
Add/(deduct) working capital changes:
Increase/(decrease) in other current assets (8,437) (17,297)
(Decrease) / increase in trade and other payables (5,912) 97,304
NET CASH USED IN OPERATING ACTIVITIES (765,375) (95,057)
NET CASH USED IN INVESTING ACTIVITIES - -
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of share capital 1,455,000 536,000
NET CASH GENERATED FROM FINANCING ACTIVITIES 1,455,000 536,000
NET CHANGE IN CASH AND CASH EQUIVALENTS 689,625 440,943
Cash and cash equivalents at the beginning of the period 215,885 -
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 905,510 440,943
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTH PERIOD FROM 01 JULY 2022 TO 31 DECEMBER 2022
1. General Information
Fintech Asia Limited (the "Company") is a private company limited by shares
incorporated on 28 May 2021 in Guernsey under the Companies (Guernsey) Law,
2008, as amended and is registered in Guernsey. The address of the Company's
registered office is Martello Court, Admiral Park, St Peter Port, Guernsey,
GY1 3HB and the Company's registration number is 69264. On 15 September 2022
the company was admitted to the main market for listed securities of the
London Stock Exchange under the ticker symbol "FINA" with shares registered
with an ISIN of GG00BPGZTM87 and SEDOL of BPGZTM8.
Statement of Compliance
These financial statements give a true and fair view, comply with the
Companies (Guernsey) Law, 2008, as amended and were prepared in accordance
with the International Financial Reporting Standards ("IFRS") as adopted by
the United Kingdom ("IFRS UK"). IFRS UK include standards and interpretations
approved by the International Accounting Standards Board, including
International Accounting Standards ("IAS") and interpretations issued by the
International Financial Reporting Interpretations Committee who replaced the
Standards Interpretations Committee.
2. Basis of preparation
The financial statements have been prepared under the historical cost
convention, modified to include certain items at fair value, and in accordance
with International Financial Reporting Standards ("IFRS") as adopted by the
United Kingdom ("IFRS UK"). IFRS UK include standards and interpretations
approved by the International Accounting Standards Board.
The functional and presentation currency of these financial statements is
Pounds Sterling.
The principal accounting policies are summarised below. They have all been
applied consistently throughout the period and to the preceding period.
3. Significant Accounting Policies
The Company Financial Information is based on the following policies which
have been consistently applied.
3.1 Financial Assets
The Company's financial assets are cash and cash equivalents and other current
assets. The classification is determined by management at initial recognition
and depends on the purpose for which the financial assets are acquired.
The Company initially recognises receivables issued when the Company becomes a
party to the contractual provisions of the instrument. Financial assets are
initially recognised at fair value plus transaction costs for all financial
assets not carried at fair value through profit or loss.
Receivables are subsequently carried at amortised cost using the effective
interest method. Amortised cost is the initial measurement amount adjusted for
the amortisation of any differences between the initial and maturity amounts
using the effective interest method. Loans and receivables are reviewed for
impairment assessment.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with
banks, other short-term highly liquid investments with original maturities of
three months or less any bank overdrafts.
Other current assets
Debtors principally consist of prepayments which are carried at amortised
cost.
The Company assesses at each end of the reporting period whether there is
objective evidence that a financial asset or group of financial assets is
impaired. A financial asset or group of financial assets is impaired and
impairment losses are incurred only if there is objective evidence of
impairment as a result of one or more events that have occurred after the
initial recognition of the asset (a 'loss event') and that loss event (or
events) has an impact on the estimated future cash flows of the financial
asset or group of financial assets that can be reliably estimated.
The amount of the loss is measured as the difference between the asset's
carrying amount and the present value of estimated future cash flows
(excluding future credit losses that have not been incurred) discounted at the
financial asset's original effective interest rate. The carrying amount of the
asset is reduced and the amount of the loss is recognised in profit or loss.
If, in a subsequent period, the amount of the impairment loss decreases and
the decrease can be related objectively to an event occurring after the
impairment was recognised (such as an improvement in the debtor's credit
rating), the reversal of the previously recognised impairment loss is
recognised in profit or loss.
Financial assets are derecognised when the rights to receive cash flows from
the financial assets have expired or have been transferred and the Group has
transferred substantially all risks and rewards of ownership or has not
retained control of the financial asset.
3.2 Financial Liabilities
All financial liabilities are initially recognised on the trade date when the
entity becomes party to the contractual provisions of the instrument.
Financial liabilities which includes trade and other payables and are
recognised initially at fair value, net of directly attributable transaction
costs. Financial liabilities are subsequently stated at amortised cost, using
the effective interest method.
Financial liabilities are classified as current liabilities if payment is due
to be settled within one year or less after the end of the reporting period
(or in the normal operating cycle of the business, if longer), or the Company
does not have an unconditional right to defer settlement of the liability for
at least twelve months after the end of the reporting period. Otherwise, these
are presented as non-current liabilities.
Financial liabilities are derecognised from the statement of financial
position only when the obligations are extinguished either through discharge,
cancellation or expiration. The difference between the carrying amount of the
financial liability derecognised and the consideration paid or payable is
recognised in profit or loss.
3.3 Equity
Share capital represents the nominal value of shares that have been issued.
Equity-settled transactions are measured at fair value (excluding the effect
of non market-based vesting conditions) at the date of grant. The fair value
determined at the grant date of the equity-settled share-based payments is
expensed on the date of grant.
Share premium includes any contributions from equity holders over and above
the nominal value of shares issued. Any transaction costs associated with the
issuance of shares are deducted from share premium.
Retained earnings represent all current period results of operations as
reported in the statement of profit or loss, reduced by the amounts of
dividends declared.
3.4 Costs and expenses
Cost and expenses are recognised in profit or loss upon utilisation of goods
or services or at the date they are incurred. All finance costs are reported
in profit or loss on an accrual basis.
3.5 Taxation
The Company is liable to tax at the standard Guernsey rate of 0%.
3.6 Going Concern
The financial statements have been prepared using the going concern basis of
accounting as the directors are comfortable that the Company will continue as
a going concern for a period of at least 12 months from 31 December 2022.
4. Critical Accounting Estimates And Judgements In Applying Accounting
Policies
The preparation of financial statements requires the use of accounting
estimates which, by definition, will seldom equal the actual results.
Management also needs to exercise judgement in applying the Company's
accounting policies. This note provides an overview of the areas that involved
a higher degree of judgement or complexity, and of items which are more likely
to be adjusted due to estimates and assumptions turning out to be materially
different when compared to actual results.
5. Other Current Assets
Period ended Period ended
31 December 2022 30 December 2021
GBP GBP
Prepayments 13,630 17,297
13,630 17,297
6. Trade And Other Payables
Period ended Period ended
31 December 2022 31 December 2021
GBP GBP
Administration fees 12,447 11,928
Accountancy fees - 1,625
Legal and professional fees 2,096 83,526
Regulatory fees 12,564 -
Sundry expenses 30 225
27,137 97,304
7 Taxation
The Company is subject to Guernsey income tax at 0%.
8. Share Capital and Share Premium
Number of Ordinary Shares Ordinary Shares Share Premium Total
GBP GBP GBP
On incorporation (of £1.00 each) 1 1 - 1
Issue share capital (no par value each) 16,750,000 - 586,000 586,000
Redemption (of £1.00 each) (1) (1) - (1)
At 31 December 2021 16,750,000 - 586,000 586,000
Issue share capital (no par value each) 3,010,000 - 1,505,000 1,505,000
At 31 December 2022 19,760,000 - 2,091,000 2,091,000
On incorporation, the Company issued one redeemable preference share of
GBP1.00 at par for cash consideration of GBP1.00. On 29 July 2021, a
re-designation of one ordinary share to a redeemable share held by Tanglin
Capital Limited was executed and further redeemed by the Company.
On 16 June 2021, the Company agreed, immediately upon Admission, to issue to
Strand Hanson a warrant (the "Warrant") (approved by the Company's
shareholders if applicable) to subscribe at any time during the three years
following the date of issue of the Warrant for an aggregate number of shares
equal to one per cent. of the enlarged issued share capital of the Company
immediately prior to Admission at an exercise price equal to the issue price
applicable to the Transaction. The Company also agrees that the beneficial
interest in the Warrant may be freely assigned by Strand Hanson (in its sole
discretion) to any subsidiary or associated companies, shareholders or
employees.
On 29 July 2021, Tanglin Capital Limited invested £10,000 into the Company as
cash consideration for 10,000,000 Ordinary Shares of no par value. On 13
August 2021, an investment of £1,000 was made into the Company as cash
consideration for 1,000,000 Ordinary Shares of no par value. These 1,000,000
Ordinary Shares were then transferred to Tanglin Capital Limited on 12
November 2021, and subsequently transferred to Oliver Stuart Fox on 12 April
2012.
On 20 August 2021, an initiation fee of GBP50,000 was paid to Strand Hanson
Limited in equity in the Company priced at the issue price per share
applicable to the round at which seed investors participate (i.e. GBP0.10
each), which equates to 500,000 Ordinary Shares. During September 2022, an
additional fee of GBP50,000 was paid to Strand Hanson Limited in equity at
GBP0.50 each, which equates to 100,000 Ordinary Shares.
On 23 August 2021, 19 November 2021 and 13 December 2021, the Company issued
3,000,000, 1,500,000 and 750,000 Ordinary Shares of no par value respectively
at a price of £0.10 each in connection with the pre-IPO fundraising, raising
a total of GBP525,000.
During September 2022, the Company issued 3,010,000 Ordinary Shares of no par
value respectively at a price of £0.50 each, raising a total of £1,455,000
after a equity based payment of £50,000 was paid to Strand Hanson.
9. Earnings Per Ordinary Share
Period ended
31 December 2022
GBP
Earnings Weighted average of number of shares Per-share amount
GBP
Earning attributable to Shareholders (801,026) 18,500,380 (0.04)
Basic earnings per Ordinary Share is calculated by dividing the earnings
attributable to Shareholders by the weighted average number of Ordinary Shares
outstanding during the period.
Diluted earnings per share is calculated by adjusting the weighted average
number of Ordinary Shares outstanding to assume conversion of all dilutive
potential Ordinary Shares. As at 31 December 2022 (and in accordance with the
Warrant issued to Strand Hanson on 16 June 2021 as disclosed in note 7), there
were 197,600 warrants outstanding which represented 1% of the number of
Ordinary Shares in issue. The fully diluted loss per share attributable to
Shareholders (assuming conversion of all dilutive potential Ordinary Shares)
as at 31 December 2022 was GBP0.04.
10. Related Party Transactions
The directors' remuneration for Nicola Walker, Oliver Stuart Fox and Robert
George Shepherd for the period was GBP12,500, GBP67,810 and GBP12,500
respectively.
Nicola Walker, Oliver Stuart Fox and Robert George Shepherd received payments
to directors in respect of travel and meeting expenses of GBP642, GBP18,855
and GBP251 respectively during the period from 1 July 2022 to 31 December
2022.
Mr Andrew Roberto Mankiewicz has also received GBP12,698 as reimbursement of
travel, meetings and legal and professional fees paid on behalf on the Company
during the period.
There have been no changes in the related parties transactions described in
the last annual report that could have a material effect on the financial
position or performance of the Company in the first six months of the current
financial year.
11. Ultimate Controlling Party
The Company is controlled by Tanglin Capital Limited which is the Parent
company holding 50.6% of the issued Ordinary Shares, with Tanglin Capital
Limited ultimately controlled by Mr Andrew Roberto Mankiewicz OBE.
12. Financial Risk Management
The Company is exposed to a number of risks arising from the financial
instruments it holds. The main risks to which the Company is exposed are
market risk, credit risk and liquidity risk. The risk management policies
employed by the Company to manage these risks are discussed below as follows:
Market risk
Market risk is the risk that changes in market prices such as equity prices,
interest rates and foreign exchange rates will affect the Company's income or
the value of its holdings of financial instruments. The objective of market
risk management is to manage and control market risk exposures within
acceptable parameters while optimising the return.
Price risk
The Company is not directly or indirectly exposed to any significant price
risk.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a
financial instrument will fluctuate because of changes in market interest
rates. Interest rate risk arises on interest-bearing financial instruments
recognised in the Statement of Financial Position.
Cash and cash equivalents are interest bearing but not at significant levels.
Currency risk
The Company is exposed to currency risk arising from trade and other payables
denominated in United States Dollars. Consequently, the Company is exposed to
the risk that the exchange rate of its reporting currency relative to other
foreign currencies may change in a manner that has an adverse effect on the
fair value or future cash flows of the Company's financial assets or
liabilities denominated in currencies other than GBP.
Credit risk
Credit risk is the risk of financial loss to the Company if a counterparty
fails to meet its contractual obligations. Credit risk arises from cash and
cash equivalents as well as outstanding receivables.
The Company assesses all counterparties for credit risk before contracting
with them. The credit risk on cash and cash equivalents is mitigated by
entering into transactions with counterparties that are regulated entities
subject to prudential supervision, with high credit ratings assigned by
international credit rating agencies. Cash and cash equivalents are held with
Barclays Bank plc, which at the year end was assigned a credit rating of A by
Standard and Poor's rating agency.
The maximum exposure to credit risk is the carrying amount of the financial
assets set out below.
Period ended Period ended
31 December 2022 31 December 2021
GBP GBP
Other current assets 13,630 17,297
Cash and cash equivalents 905,510 440,943
Total credit risk exposure 919,140 458,240
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in
meeting obligations associated with financial liabilities. This risk can arise
from mismatches in the timing of cash flows relating to assets and
liabilities. The Company receives funding from the shareholders and does not
have significant ad hoc expenses to settle. The only significant expense that
the Company is exposed to are general operating expenses.
The table below analyses the Company's financial assets and liabilities into
the relevant maturity groupings based on the remaining period at the reporting
date. The amounts in the table are the contractual undiscounted cash flows.
Balances due within 12 months equal their carrying balances, as the impact of
discounting is not significant.
As at 31 December 2022 Less than 1 month/on demand 1-12 months More than 12 months Total
Assets
Other current assets 13,630 - - 13,630
Cash and cash equivalents 905,510 - - 905,510
919,140 - - 919,140
Liabilities
Trade and other payables 27,137 - - 27,137
27,137 - - 27,137
13. Capital Risk Management
The capital of the Company is represented by the net assets attributable to
the equity shareholder. The Company's objective when managing capital is to
safeguard the ability to continue as a going concern in order to provide
returns for the shareholder and benefits for other stakeholders.
14. Post Balance Sheet Events
On 14 March 2023 at 7.30am, the Company announced by RNS, its Suspension of
Listing and entry into a heads of terms to acquire the entire issued share
capital of InvesCore Financial Group Pte. Ltd. ("InvesCore") (the "Proposed
Acquisition"). The Proposed Acquisition would constitute a reverse takeover
under the UK Financial Conduct Authority ("FCA")'s Listing Rules.
InvesCore is a group of companies with its primary operations in the
micro-finance sector, offering loans and investment products to businesses and
individuals, primarily in Asia, and has developed technologies, including a
mobile application, to sell certain of its product lines.
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