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News Centre Variation of loan terms, Loan facility, and related party transaction

For immediate release: 7 June 2013

MoneySwap Plc

("MoneySwap" or the "Group")
 
Variation of loan terms, Loan facility, and related party transaction
 
MoneySwap Plc (AIM: SWAP), the Asia focused prepaid card and online payment services provider, announces an update on certain funding arrangements specifically the  variation of the terms of an existing unsecured loan which grants the Group the option for repayment to be settled via the issue of new ordinary shares in the Company. In addition MoneySwap has secured an additional loan facility which will be used to prepare for the launch of its merchant acquisition service for China UnionPay and for general working capital purposes.
 
Variation of loan terms
 
On 31 January 2013 the Group varied the terms of the US$1,937,000 unsecured loans received in December 2012 (further details of which were announced on 19 December 2012), such that the loans are now repayable within two years from the date of issue and are also convertible into new ordinary shares in MoneySwap at the sole discretion of the Group, thereby reducing MoneySwap’s current liabilities. The conversion price will be calculated as the average trading price for the 10 days prior to the date of conversion.  These loans include US$585,000 loaned to the Group by Power Capital Forex Management Ltd (“PCFM”), a company controlled by Mr. Heng-Jui Lin, of which US$510,000 (plus accrued interest) remains outstanding.
 
Loan facility
 
On 25 February 2013, the Group agreed terms on a loan facility from Mr. Heng-Jui Lin under which Mr. Lin agreed to advance an unsecured loan to the Group of US$100,000 (the “Loan Facility”). Since that time, a further US$232,000 has been advanced under the Loan Facility to the Group by Kolarmy Technology Inc. (“Kolarmy”), another company controlled by Mr. Lin, such that the current outstanding balance loaned by entities controlled by Mr. Lin is US$842,000.
 
The funds received under the Loan Facility are being used by the Group for general working capital purposes and preparing for the launch of its merchant acquisition service for China UnionPay.
 
The key terms of the revised Loan Facility are:
 
1)   they are repayable within 2 years of issue;
2)   interest is payable at 5% per annum;
3)   they are repayable at the Group's discretion;
4)   they are unsecured; and
5)  they are convertible into new ordinary shares in MoneySwap, at the sole discretion of the Group. The conversion price will be calculated as the average trading price for the 10 days prior to the date of conversion.
 
Related party transaction
 
Kolarmy, Heng-Jui Lin and PCFM are each deemed to be a related party under the AIM Rules for the purposes of the receipt of the loans under the Loan Facility and the variation of the terms of the PCFM loans, since Heng-Jui Lin is a substantial shareholder in MoneySwap as well as ultimate controller of both PCFM and Kolarmy. The Directors of MoneySwap, having consulted with the Group’s nominated adviser, Allenby Capital Limited, consider the terms of the Loan Facility and the variation of the terms of the PCFM loans to be fair and reasonable insofar as shareholders of the Group are concerned.
 
- Ends-
 
For further information, please contact:
 

MoneySwap Plc
Allenby Capital Limited
St Brides Media and Finance Ltd
 
Nominated Adviser
Financial PR
Richard Proksa
Chief Executive Officer
Nick Naylor
Alex Price 
James Reeve
Susie Geliher
Frank Buhagiar
+852 3919 9888  
+44 20 3328 5656
+44 20 7236 1177

 
About MoneySwap (www.moneyswap.com)
MoneySwap is a merchant acquirer for China UnionPay providing payment gateways for both online and point of sale merchants. In addition, UnionPay has licensed MoneySwap for its MoneyExpress service which enables people abroad to send funds directly to UnionPay cardholders in China. The Group also offers prepaid card services working with partners such as Corner Bank, Switzerland and Visa. Its shares are traded on the London Stock Exchange's AIM market (AIM: SWAP). More information can be found at www.moneyswap.com.