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Background and purpose <strong>of</strong> the Consolidated<br />

Combined Financial Statements<br />

Presentation <strong>of</strong> consolidated<br />

combined financial statements<br />

MyBucks is a FinTech company that embraces technology<br />

as a means to provide financial products and services<br />

to our customers. The group’s current primary activities<br />

are micro-lending. The group provides mid-term and<br />

long-term (6-60 month) loans with deduction at source<br />

collection mechanisms through payroll deduction<br />

agreements with employers. The group provides shortterm<br />

loans (shorter than six months) on the back <strong>of</strong> direct<br />

debit collection mechanisms.<br />

MyBucks S.à r.l. was incorporated as a holding company<br />

with interests in the financial services industry on 7<br />

August 2015 in Luxembourg and obtained its certificate<br />

to commence business B199543 on the same day. The<br />

company operates in South Africa, Sub-Saharan Africa and<br />

Europe having its registered <strong>of</strong>fice at 14, Rue Steichen,<br />

L-2540, Luxembourg.<br />

CLICK HERE<br />

On 14 December 2015, GetBucks Proprietary Limited<br />

(South Africa) and GetBucks Limited (Mauritius) were<br />

contributed into MyBucks S.à r.l. by the existing<br />

shareholders <strong>of</strong> the two companies. The ultimate<br />

beneficial owners <strong>of</strong> both companies and controlling<br />

rights have not changed.<br />

The Company changed its legal form from a Société<br />

à responsabilité limitée into a Société Anonyme. It was<br />

resolved by the Shareholders’ Meeting on 12 January<br />

2016.<br />

MyBucks became the first African focused FinTech<br />

company to list on the Frankfurt Stock Exchange Entry<br />

Standard. The <strong>of</strong>fer was fully subscribed, <strong>of</strong>fering €15.5<br />

million including over allotment based on the issue price<br />

<strong>of</strong> €13.50 per share. The first trading date <strong>of</strong> the new<br />

shares on the Entry Standard <strong>of</strong> the Frankfurt Stock<br />

Exchange Entry Standard on 23 June 2016.<br />

Following the issuance <strong>of</strong> a licence by the Reserve Bank<br />

<strong>of</strong> Zimbabwe in January 2016, the company's subsidiary<br />

in Zimbabwe changed from a lending only Micr<strong>of</strong>inance<br />

Institution to a Deposit Taking Micr<strong>of</strong>inance Institution.<br />

On 15 January 2016, GetBucks Zimbabwe raised a total <strong>of</strong><br />

€2,871,360 ($3,200,000) by way <strong>of</strong> an Initial Public Offering<br />

(IPO) through the subscription <strong>of</strong> 93,567,251 ordinary<br />

shares. The group maintained control over GetBucks<br />

Zimbabwe.<br />

Group's financial year starts on 1 July and ends on 30 June<br />

<strong>of</strong> each year.<br />

Basis <strong>of</strong> presentation<br />

The combined consolidated financial statements<br />

have been prepared in accordance with International<br />

Financial Reporting Standards ("IFRS"), as adopted by<br />

the European Union ("EU"). The combined consolidated<br />

financial statements have been prepared on the historical<br />

cost basis, except when fair value or another specific<br />

measurement basis are required by specific standard,<br />

and incorporate the principal accounting policies set out<br />

below. They are presented in Euros.<br />

Prior to 14 December 2015, the Pr<strong>of</strong>it or Loss and<br />

Comprehensive Income, Cash Flows and Financial Position<br />

<strong>of</strong> the Predecessor Companies were presented on a<br />

combined basis as they were not consolidated into any<br />

common parent or holding company but were all under the<br />

common control. The combined statement <strong>of</strong> shareholders’<br />

equity prior to group restructuring represents the sum<br />

<strong>of</strong> the underlying invested equity in the Predecessor<br />

Companies listed above and does not represent shares in a<br />

single stand-alone basis.<br />

In the absence <strong>of</strong> a specific IFRS literature dealing with<br />

Consolidated Combined Financial Statements, the Group<br />

defined the principles and conventions for combination<br />

presented hereunder.<br />

All intra-group balances within the group, income and<br />

expenses, unrealised gains and losses resulting from<br />

transactions between the group entities are eliminated in<br />

the combined consolidated financial statements.<br />

As stated above, businesses have been accounted for as a<br />

business combination under common control and<br />

therefore no assets or liabilities have been restated to their<br />

fair values. Instead, predecessor carrying value has been<br />

applied. No new goodwill arises in predecessor accounting.<br />

The difference between the consideration given and the<br />

aggregate book value <strong>of</strong> the assets and liabilities (as <strong>of</strong> the<br />

date <strong>of</strong> the transaction) <strong>of</strong> the acquired entity are included<br />

in equity in a separate reserve.<br />

1. Accounting Policies<br />

1.1 Consolidation<br />

Subsidiaries<br />

Subsidiaries are all entities (including structured entities)<br />

over which the company has control. Subsidiaries are fully<br />

consolidated from the date on which control is transferred<br />

to the group. They are deconsolidated from the date that<br />

control ceases.<br />

Control exists when an investor is exposed or has rights<br />

to variable returns from its involvement with the investee<br />

and has the ability to affect these returns through its<br />

power over the investee. Where such exposure and power<br />

exists over an investee, the investee is accounted for as a<br />

subsidiary.<br />

Transactions with non-controlling interests that do not<br />

result in loss <strong>of</strong> control are accounted for as equity<br />

transactions – that is, as transactions with the owners in<br />

their capacity as owners. The difference between fair value<br />

<strong>of</strong> any consideration paid and the relevant share acquired<br />

<strong>of</strong> the carrying value <strong>of</strong> net assets <strong>of</strong> the subsidiary is<br />

recorded in equity. Gains or losses on disposals to<br />

non-controlling interests are also recorded in equity.<br />

Inter-company transactions, balances, income and<br />

expenses on transactions between group companies are<br />

eliminated. Pr<strong>of</strong>its and losses resulting from intercompany<br />

transactions that are recognised in assets are also<br />

eliminated. Accounting policies <strong>of</strong> subsidiaries have been<br />

changed where necessary to ensure consistency with the<br />

policies adopted by the group.<br />

Business combination<br />

Except for the restructuring under common control, in the<br />

case <strong>of</strong> business combinations, the group applies the<br />

acquisition method to account for business combinations.<br />

The consideration transferred for the acquisition <strong>of</strong> a<br />

subsidiary is the fair values <strong>of</strong> the assets transferred, the<br />

liabilities incurred to the former owners <strong>of</strong> the acquiree and<br />

the equity interests issued by the group. The consideration<br />

transferred includes the fair value <strong>of</strong> any asset or liability<br />

resulting from a contingent consideration arrangement.<br />

Identifiable assets acquired and liabilities and contingent<br />

liabilities assumed in a business combination are measured<br />

initially at their fair values at the acquisition date. The group<br />

recognises any non-controlling interest in the acquiree on<br />

an acquisition-by acquisition basis, either at fair value or at<br />

the non-controlling interest’s proportionate share <strong>of</strong> the<br />

recognised amounts <strong>of</strong> acquiree’s identifiable net assets.<br />

If the business combination is achieved in stages, the<br />

acquisition date carrying value <strong>of</strong> the acquirer’s previously<br />

held equity interest in the acquiree is re-measured to fair<br />

value at the acquisition date; any gains or losses arising<br />

from such re-measurement are recognised in pr<strong>of</strong>it or loss.<br />

Any contingent consideration to be transferred by the<br />

group is recognised at fair value at the acquisition date.<br />

Subsequent changes to the fair value <strong>of</strong> the contingent<br />

consideration that is deemed to be an asset or liability<br />

is recognised in accordance with IAS 39 in pr<strong>of</strong>it or loss.<br />

Contingent consideration that is classified as equity is<br />

not re-measured, and its subsequent settlement is<br />

accounted for within equity.<br />

The excess <strong>of</strong> the consideration transferred the amount<br />

<strong>of</strong> any non-controlling interest in the acquiree and the<br />

acquisition-date fair value <strong>of</strong> any previous equity interest<br />

in the acquiree over the fair value <strong>of</strong> the identifiable net<br />

assets acquired is recorded as goodwill. If the total <strong>of</strong><br />

consideration transferred, non-controlling interest<br />

recognised and previously held interest measured is less<br />

than the fair value <strong>of</strong> the net assets <strong>of</strong> the subsidiary<br />

acquired in the case <strong>of</strong> a bargain purchase, the difference<br />

is recognised directly in the combined consolidated<br />

Statement <strong>of</strong> Pr<strong>of</strong>it or Loss and Comprehensive Income.<br />

Disposal <strong>of</strong> subsidiaries<br />

When the group ceases to have control any retained<br />

interest in the entity is remeasured to its fair value at<br />

the date when control is lost, with the change in carrying<br />

amount recognised in pr<strong>of</strong>it or loss. The fair value is the<br />

initial carrying amount for the purposes <strong>of</strong> subsequently<br />

accounting for the retained interest as an associate,<br />

joint venture or financial asset. In addition, any amounts<br />

previously recognised in other comprehensive income in<br />

respect <strong>of</strong> that entity are accounted for as if the group had<br />

directly disposed <strong>of</strong> the related assets or liabilities. This<br />

may mean that amounts previously recognised in other<br />

comprehensive income are reclassified to pr<strong>of</strong>it or loss.<br />

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

MyBucks Annual Report 2016 80<br />

81 MyBucks Annual Report 2016

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