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News Centre Conversion of loan notes, issue of equity to directors, holdings in Company, total voting rights and directorate change

 

 MoneySwap Plc

("MoneySwap" or the “Company”)

 

 24 March 2014

 

Conversion of loan notes, issue of equity to directors, holdings in Company, total voting rights and directorate change

MoneySwap (AIM: SWAP), the provider of payment solutions to online and point of sale merchants licenced for UnionPay in the UK, announces the issue of new ordinary shares of 0.1p each in the Company ("Ordinary Shares") from the conversion of loan notes and as payment of outstanding fees to directors and a consultant.

Conversion of loan notes

The Company has today converted loans totalling US$4,323,340.78 (including accrued interest) (the "Loan Conversion") into 192,319,430 new Ordinary Shares (the "Loan Conversion Shares") at a conversion price of 1.35p per Ordinary Share.  The loans include those provided to the Company by Heng-Jui Lin, Kolarmy Technology, Inc. and Power Capital Forex Management Ltd, further details of which were announced by the Company on 19 December 2012 and 7 June 2013.  The conversion price of 1.35p (the "Conversion Price") is higher than originally required under the previous loan agreements (being the average trading price for the 10 days prior to conversion) and has been agreed between the various lenders and the Company.  The Conversion Price represents a 90% premium over the expected contractual conversion price in accordance with the loan agreements of 0.7p, and a premium of 108% over the closing bid price of last business day (21 March 2014).  Full details of the loans to be converted are as follows:

 Lender

Principal repaid

Interest repaid

Total

Number of Loan Conversion Shares issued

Heng-Jui Lin

US$100,000

US$5,384

US$105,384

4,687,881

Kolarmy Technology, Inc.

US$232,000

US$11,125

US$243,125

10,815,183

Power Capital Forex Management Ltd

US$510,000

US$38,804

US$548,804

24,412,996

Ton Yuan Enterprise Limited

US$3,261,000

US$165,028

US$3,426,028

152,403,370

Total

US$4,103,000

US$220,341

US$4,323,341

192,319,430

Following the Loan Conversion, the Company has a total US$2,060,000 of outstanding loans, plus accrued interest, of which US$610,000 is due from Ton Yuan Enterprise Limited.

The Company has for the past 18 months been financed by these long term loans from its shareholders and Ton Yuan Enterprise Limited.  The board would like to thank these shareholders for their continued support.  In order to support its strategy for growth in the UK, MoneySwap continues to consider options such as equity or debt fundraising.

The variation of the loan terms in respect of the conversion price is deemed to be a related party transaction under the AIM Rules, as Heng-Jui Lin is a substantial shareholder in the Company and controls Kolarmy Technology, Inc. and Power Capital Forex Management Ltd. The Directors of MoneySwap, having consulted with the Company's nominated adviser, Allenby Capital Limited, consider the variation of the loan conversion price to be fair and reasonable insofar as shareholders of the Company are concerned.

Issue of equity as payment of fees

The Company has today issued 9,452,937 new Ordinary Shares to directors of MoneySwap (the "Director Fee Shares") at a price of 1.35p per Ordinary Share in satisfaction of outstanding director fees earned between 2012 and 2014.  Full details of the Director Fee Shares are as follows:

Director

Outstanding fees to be converted

Number of Director Fee Shares issued

Total number of Ordinary Shares held following issue of the Director Fee Shares

Percentage of the enlarged share capital of the Company

Richard Victor Proksa

US$25,000

1,112,100

27,112,100

4.29%

Kung-Min Lin

US$112,500

5,004,448

55,856,448

8.85%

Javier Amo Fernández de Ávila

US$25,000

1,112,100

1,112,100

0.18%

Craig Niven

US$25,002

1,112,189

1,112,189

0.18%

Saihua Xu

US$25,000

1,112,100

6,945,433

1.10%

Total

US$212,502

9,452,937

92,138,270

14.60%

Further, the Company has issued 2,323,843 new Ordinary Shares to Heng-Jui Lin (the "Consulting Fee Shares") at a price of 1.35p per Ordinary Share as settlement of outstanding consultancy fees accrued during 2013 and 2014. 

The issue of the Director Fee Shares and the Consulting Fee Shares are deemed to be related party transactions under the AIM Rules. MoneySwap's nominated adviser, Allenby Capital Limited, considers the issue of the Director Fee Shares and the Consulting Fee Shares to be fair and reasonable insofar as shareholders of the Company are concerned.

The Loan Conversion Shares, the Director Fee Shares and the Consulting Fee shares are subject to a 120-day lock-in period.

Total voting rights

Application has been made for the Loan Conversion Shares, the Director Fee Shares and the Consulting Fee Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will occur on or around 28 March 2014.  On Admission the total issued share capital of MoneySwap will consist of 631,401,687 Ordinary Shares.  The Company currently holds no ordinary shares in treasury. Therefore the total number of voting rights in the Company is 631,401,687.  This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of MoneySwap under the Disclosure and Transparency Rules.

Holdings in Company

Following the issue of the Loan Conversion Shares, the Director Fee Shares and the Consulting Fee Shares, Heng-Jui Lin now has a total beneficial interest in 116,977,250 Ordinary Shares, equivalent to 18.53% of the Company's enlarged share capital.  Of these, 10,815,183 Ordinary Shares are registered in the name of Kolarmy Technology, Inc. and 24,412,996 Ordinary Shares are registered in the name of Power Capital Forex Management Ltd.  In addition, Ton Yuan Enterprise Limited, a company owned by Chien-Wei Kao, now has a total beneficial interest in 152,403,370 Ordinary Shares, equivalent to 24.14% of the Company's enlarged share capital.

Directorate change

Mrs Saihua 'Emma' Xu, has decided to step down from her role as Executive Director of the Company in order to spend more time with her family and on her other business interests.  Emma will remain on the Board of MoneySwap as a Non-Executive Director.

Kung Min Lin Chairman of the MoneySwap PLC board, said: "I am delighted that Emma will be staying on the Board as a Non-Executive Director.  Emma has made a valuable contribution towards the positioning of MoneySwap as a one stop provider of UnionPay services, enabling UK merchants to settle transactions either via point of sale or online using China's most widely held bankcard.  This is an exciting time for MoneySwap as we look to capitalise on the increasing number of Chinese visitors to the UK and build a comprehensive UK merchant customer base, both directly through our own sales force and indirectly through agreements with major independent global payment service providers."

 

- 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

Frank Buhagiar

Susie Geliher

 

+852 3919 9888  

+44 20 3328 5656

+44 20 7236 1177

About MoneySwap (www.moneyswap.com)

MoneySwap provides payment solutions and gateways to merchants which allow both online and point of sale transactions to be settled using UnionPay cards in the UK.  In addition, UnionPay has licensed MoneySwap for its MoneyExpress service which enables overseas persons to send funds directly to UnionPay cardholders in China.  The Company also offers prepaid card services working with partners such as Corner Bank, Switzerland and Visa and offers an online peer to peer platform for currency exchange and payments.  The Company's shares are traded on the London Stock Exchange's AIM market (AIM: SWAP).  More information can be found at www.moneyswap.com.