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the shares in the Group agreed to a Lock-up Agreement,<br />

prohibiting them from disposing <strong>of</strong> their shares until 31<br />

December 2017. This is excludes transfers that do not<br />

constitute a change in beneficial ownership. As a result, in<br />

excess <strong>of</strong> 80% <strong>of</strong> the shares outstanding are bound by the<br />

Lock-up Agreement.<br />

On 5 October 2016, Christopher Charles Rokos transferred<br />

1,416,141 shares, representing 12.70% <strong>of</strong> the current<br />

share capital <strong>of</strong> MyBucks S.A, to Redwood Capital and<br />

383,499 shares, representing 3.44% <strong>of</strong> the current share<br />

capital <strong>of</strong> MyBucks S.A, to Bluehill Capital (both entities<br />

being fully owned by Mr Christopher Charles Rokos).<br />

The transfers took place within the terms <strong>of</strong> the Lock-up<br />

Agreement between Christopher Charles Rokos and Hauck<br />

& Aufhauser Privatbankiers KGaA dated 9 May 2016.<br />

Year ahead<br />

Since year-end, the Group has successfully completed<br />

the Opportunity International acquisitions in Kenya,<br />

Mozambique, Tanzania and Uganda. Management is also<br />

confident that it will successfully complete the regulatory<br />

approval process in Ghana and Malawi in the near future.<br />

Together with organic banking applications in other<br />

jurisdictions, the Group believes it will end the financial<br />

period ending 30 June 2017 with at least seven deposittaking<br />

entities. Beyond the expansion into banking, a key<br />

focus for the Group in the next financial year will be the<br />

roll-out <strong>of</strong> its insurance <strong>of</strong>fering across all jurisdictions and<br />

the enhancement <strong>of</strong> the lending product portfolio. The<br />

company intends to continue using its technology angle<br />

to enhance the customer experience throughout financial<br />

services and revolutionize the way products are granted.<br />

As part <strong>of</strong> our research and development activities, we have<br />

developed and utilised proprietary and custom designed<br />

technologies and in-house IT solutions, such as<br />

our cloud-based proprietary customer interface and loan<br />

management System, FinCloud, which is designed to be<br />

both powerful enough to handle the large volumes <strong>of</strong> data<br />

required to evaluate customer applications and flexible<br />

enough to capitalise on changing customer preferences,<br />

market trends and regulatory changes. Furthermore, the<br />

information gathered from our loan management system<br />

allows us to focus on clients, both potential or existing, who<br />

we believe are more likely to provide us with better credit<br />

performance. Using this approach, we are able to build a<br />

valuable list <strong>of</strong> clients who use the credit products <strong>of</strong>fered,<br />

and to whom we can market our new product <strong>of</strong>ferings. In<br />

addition, we have also fully integrated third party platforms<br />

such as several government platforms into our systems<br />

to ensure seamless customer and internal processes. We<br />

have also developed and periodically improved custom loan<br />

processing and debt collection systems that are based on<br />

Micros<strong>of</strong>t.Net technologies.<br />

Subsequent to year-end, the Group entered into<br />

a Trademark License Agreement with Opportunity<br />

International. As in the past, Opportunity International<br />

will continue to provide funding to banks for programme<br />

related financial products and services and has committed<br />

to a minimum <strong>of</strong> US $30 million to further its mission<br />

to provide financial services to the unbanked. Based<br />

on the current licensed institutions, MyBucks will pay a<br />

consideration <strong>of</strong> EUR 4.75m for the license, equating to a<br />

maximum <strong>of</strong> EUR 79,000 per annum per bank. This amount<br />

will reduce with the inclusion <strong>of</strong> further banks down the<br />

line. MyBucks will settle the consideration through the<br />

issuance <strong>of</strong> 250,000 shares out <strong>of</strong> its authorised capital<br />

at a value <strong>of</strong> EUR 19 per share. MyBucks will process the<br />

issuance <strong>of</strong> the shares upon finalisation <strong>of</strong> its annual<br />

accounts and expects this process to be completed by<br />

31 March 2017. MyBucks expects the partnership with<br />

Opportunity International to aid with funding, whilst also<br />

assisting with a faster roll-out <strong>of</strong> its SMME, Agriculture and<br />

Education product <strong>of</strong>ferings.<br />

The Group has already successfully raised EUR 8 million<br />

from FinTech Group AG at a substantially lower all-in rate <strong>of</strong><br />

11% per annum.<br />

Independent auditor’s report<br />

Audit report<br />

To the Shareholders <strong>of</strong><br />

MyBucks S.A.<br />

Report on the consolidated combined financial statements<br />

We have audited the accompanying consolidated combined<br />

financial statements <strong>of</strong> MyBucks S.A. (the "Company") and<br />

its subsidiaries (the "Group"), which comprise the consolidated<br />

combined statement <strong>of</strong> financial position as at 30 June 2016,<br />

and the consolidated combined statement <strong>of</strong> pr<strong>of</strong>it or loss<br />

and comprehensive income, consolidated combined statement<br />

<strong>of</strong> changes in equity and consolidated combined statement <strong>of</strong><br />

cash flow for the year then ended and a summary <strong>of</strong> significant<br />

accounting policies and other explanatory information.<br />

Board <strong>of</strong> Directors' responsibility for the consolidated combined<br />

financial statements<br />

The Board <strong>of</strong> Directors is responsible for the preparation and fair<br />

presentation <strong>of</strong> these consolidated combined financial statements<br />

in accordance with International Financial Reporting Standards<br />

as adopted by the European Union, and for such internal control<br />

as the Board <strong>of</strong> Directors determines is necessary to enable the<br />

preparation <strong>of</strong> consolidated combined financial statements that are<br />

free from material misstatement , whether due to fraud or error.<br />

Responsibility <strong>of</strong> the "Reviseur d'entreprises agree"<br />

Our responsibility is to express an opinion on these consolidated<br />

combined financial statements based on our audit. We conducted<br />

our audit in accordance with International Standards on Auditing<br />

as adopted for Luxembourg by the "Commission de Surveillance<br />

du Secteur Financier". Those standards require that we comply<br />

with ethical requirements and plan and perform the audit to obtain<br />

reasonable assurance about whether the consolidated combined<br />

financial statements are free from material misstatement.<br />

An audit involves performing procedures to obtain audit evidence<br />

about the amounts and disclosures in the consolidated combined<br />

financial statements. The procedures selected depend on the<br />

judgment <strong>of</strong> the "Reviseur d'entreprises agree" including<br />

the assessment <strong>of</strong> the risks <strong>of</strong> material misstatement <strong>of</strong> the<br />

consolidated combined financial statements, whether due to fraud<br />

or error. In making those risk assessments, the "Reviseur<br />

PricewaterhouseCoopers, Societe cooperative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg T: +352 494848 1, F: +352 494848 2900, www.pwc.lu<br />

Cabinet de revision agree. Expert-comptable (autorisation gouvemementale n°10028256)<br />

R.C.S. Luxembourg B 65 477- TVA LU25482518<br />

d'entreprises agree" considers internal control relevant to the<br />

entity's preparation and fair presentation <strong>of</strong> the consolidated<br />

combined financial statements in order to design audit procedures<br />

that are appropriate in the circumstances, but not for the<br />

purpose <strong>of</strong> expressing an opinion on the effectiveness <strong>of</strong> the<br />

entity's internal control. An audit also includes evaluating the<br />

appropriateness <strong>of</strong> accounting policies used and the reasonableness<br />

<strong>of</strong> accounting estimates made by the Board <strong>of</strong> Directors, as well as<br />

evaluating the overall presentation <strong>of</strong> the consolidated combined<br />

financial statements.<br />

We believe that the audit evidence we have obtained is sufficient<br />

and appropriate to provide a basis for our audit opinion.<br />

Opinion<br />

In our opinion, the consolidated combined financial statements<br />

give a true and fair view <strong>of</strong> the financial position <strong>of</strong> the Group<br />

as <strong>of</strong> 30 June 2016, and <strong>of</strong> its financial performance and its cash<br />

flows for the year then ended in accordance with International<br />

Financial Reporting Standards as adopted by the European Union.<br />

| Introduction | Business Overview | Corporate Governance | Financial Statements | Other |<br />

MyBucks Annual Report 2016 68<br />

69 MyBucks Annual Report 2016

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