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MyBucks%20Annual%20Report%202016
MyBucks%20Annual%20Report%202016
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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 />
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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