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MobileWave Group (MBW)

Sector:

Leisure Goods

 0.53p
   
  • Change Today:
      0.000p
  • 52 Week High: 1.83p
  • 52 Week Low: 0.43p
  • Currency: UK Pounds
  • Shares Issued: 111.63m
  • Volume: 0
  • Market Cap: £0.59m
  • Beta: 0.23

Final Results

RNS Number : 0825K
Mobilewave Group PLC
08 July 2011
 

 

MobileWave Group plc

Previously Fieldbury plc

("MobileWave" or "the Company")

 

Preliminary Results for the period ended 28 February 2011

 

MobileWave is pleased to announce audited preliminary results for the period ended 28 February 2011. 

 

 

Highlights of the period include

 

·      Acquisition of MobileWave Limited

·      Recruitment of highly experienced and talented management team

·      Made significant changes to the development of the product in line with interested customer feedback

·      Continuing review of potential acquisitions which are complementary to our existing business

 

Commenting on the outlook for the year, Rory Stear, Chairman, said:

"The period saw a significant change in the business with the acquisition of Mobilewave Limited.  Your Board is focussed on the development of the Mobilewave business and are also continuing to explore a number of strategic options concerning the Group's future development".

 

-Ends-

 

For further information, please contact:


MobileWave Group plc


Rory Stear, Chairman

rstear@mobilewave.com

 



Charles Stanley Securities


Nominated Adviser & Broker

Dugald  J.Carlean / Carl Holmes                                          

 

020 7149 6000

 



Chairman's Statement

 

I am pleased to present the results for MobileWave Group plc for the period ended 28 February 2011.  The Board is encouraged by the progress made during the period. The early part of the financial year, from March through to July 2010, was spent conducting due diligence into various companies and businesses to acquire by Fieldbury PLC (as the company was then named).

 

In August 2010, the Company completed the acquisition of MobileWave Limited for a total consideration of 21,428,571 new ordinary shares of 5 pence each to the vendors.  Its core business comprises a mobile marketing platform with an innovative suite of consumer loyalty applications designed to deliver measurable, targeted mobile marketing campaigns. 

 

Review of Operations

 

Since acquiring the MobileWave business the Directors have carried out a full business review and have broadened the focus of the development of the MobileWave business, focusing in particular on emerging markets.

 

MobileWave's original product offering continues to be Oi'Rewards, a consumer facing downloadable application ("app") for mobile phones, designed to create a vehicle that integrates social networking, loyalty, market research, sales and promotion through an ongoing digital dialogue between brands and its consumers.  Primarily designed for brands and businesses which do not have a loyalty scheme, or which want to overlay a mobile loyalty scheme over their existing card-based loyalty scheme system, Oi'Rewards offers solutions for companies wishing to participate in the mobile content environment.  This can be achieved either by using the Oi brand or as a loyalty option using the client's own brand.

 

Since the Company acquired the MobileWave business, Oi'Rewards has expanded to include such features as a geo-location, a voucher engine and versions of the app for Android, (the operating system for mobile telephone devices, owned and operated by Google Inc).  The inclusion of the voucher engine in particular (which broadens the rewards offering), has enabled MobileWave to look beyond its original South African focus and expand into other markets, in particular Asia, the Middle East and the rest of Africa.

 

Since 2010 MobileWave has engaged a Silicon Valley marketing consultancy firm, Global Fluency, with the intention of expanding into North America and making its platform and message more relevant to enterprise marketers.  As a consequence of the relationship with Global Fluency, MobileWave has forged a strategic alliance with the Chief Marketing Officer Council (CMO), a non-profit network of approximately 6,000 marketing professionals engaged in developing best practice in customer relationship management, marketing automation and loyalty.  MobileWave has benefitted from this collaboration from introductions to CMO councils member organisations as well as from the credibility of being associated with this influential business network.

 

MobileWave's core solutions are designed to enhance the efficacy of a retailer, brand and enterprise marketer's loyalty promotions using the mobile and social mediums.  A key initiative for 2011 has been the development and beta testing of MobileWave's mobile and social loyalty platform which will be integrated into clients existing loyalty platforms and then specifically tailored to meet the clients' requirements.  This development is designed to facilitate clients with an activated loyalty campaign or promotion within a targeted date of two weeks from commencement of contract. MobileWave was built from inception to be a cloud computing based, performance marketing solution; hence clients will only be invoiced nominal set-up fees followed by a trail commission. The social media component of MobileWave's loyalty engine further augments the viral marketing potential for the client, thereby enhancing the overall value of the campaign both from a revenue and brand engagement standpoint.

 

MobileWave will operate primarily in Asia, Africa and the Middle East and is now in advanced discussions with numerous companies in these regions for the use of its mobile marketing platform. MobileWave's business model shift to enterprise loyalty opens up significant new opportunities for global and regional brands, retailers and enterprises to engage with its platform and creates several new revenue opportunities for MobileWave. The key performance measure of MobileWave's revenue growth will be the number of transactions going through its platform per client per month as this demonstrates end user traction.

 

As part of the process of expanding its reach, MobileWave has now moved its product development away from South Africa and has in place a development agreement with Ariose Software in Delhi, India.  A new chief technology officer is expected to be appointed shortly in India to lead the team there.  The new updated product offering is expected to be released by the end of August 2011, with a further version with greater functionality expected in December 2011.  The Board is encouraged by the initial response of targeted customers and is optimistic about the direction of current negotiations with certain prospective customers.

 

People

 

In August 2010 Christopher Staines was recruited as Chief Financial Officer and John Heath (founder of the MobileWave business) as Chief Technical Officer of MobileWave Limited, the Company's subsidiary carrying on the MobileWave business. Both are based in South Africa.

 

In January 2011 Kartik Ram was appointed as the Managing Director of MobileWave Limited. Previously Kartik was the senior vice-president of an Intel Capital telecom portfolio company, One97 Communications, engaged in the mobile cloud computing space.  He has spent fifteen years in digital media working at leading enterprises in Silicon Valley and Asia.  Kartik is a graduate of the London Business School MBA programme with former schooling at Stanford Graduate School of Business and Texas State University.

 

As at 31 March 2011, with the move of the Group's R&D operations to India, it was mutually agreed to terminate the employment of John Heath as CTO.

 

Since the period end MobileWave Group PLC have recruited Kurt Pakendorf as Group CEO and a board member of MobileWave Group PLC. Kurt is a highly experienced technology executive who has held significant leadership positions in technology companies based in Europe and the USA. Prior to this Kurt was an attorney practising corporate law in South Africa, the United Kingdom, and Belgium and with the United Nations in Kosovo.

 

Litigation update

 

As shareholders are aware, the Company has been pursuing Mr Devinder Raj Narang in respect of the deferred cash payment of US $1.5 million which was due on 31 December 2009, together with accrued interest following the disposal of the Freeplay business on 4 August 2008.

 

The Company has obtained judgment against Mr Narang in the UK which it is seeking to enforce in India.  The next hearing date for the matter in India is scheduled on 29 August 2011 and a further update will be provided at that time. 

 

In addition to vigorously pursuing Mr Narang for this debt, we are working, on a without prejudice basis, with a mediator who is known and trusted by both parties, in the hope of reaching a negotiated satisfactory settlement. Although the directors are confident of a favourable settlement in this matter it was considered prudent to provide in full for the debt principal and also not to accrue for any interest due.

 

Financial Review

 

MobileWave Group PLC has not traded during the 14 months ended February 2011, other than to make investments in exploring various investment opportunities and in maintaining the administrative functions of the company. MobileWave Limited, the Group's 100% owned operating subsidiary has invested in ongoing Research & Development, Market Research, Corporate Restructuring and the recruitment of personnel to fulfill its future objectives. Development and market research costs incurred during the period were $311,997.

 

During the period $297,761 was spent on abortive acquisition costs and the costs associated with the acquisition of MobileWave were $220,492. The acquisition of MobileWave resulted in negative goodwill of $775,813, and the bad debt provision in relation to the deferred cash consideration due on the disposal of the Freeplay Business is $1,500,000.

 



Outlook

 

In May 2011 the Company received shareholder approval for the issue of Convertible Preference Shares to raise £2m at a coupon of 15%. As at 1 June 2011 the sum of $300,000 has been received. The Company is in the process of securing the balance of the £2m and is currently in negotiation with a number of investors in this regard. It is expected that the 50% of the said amount will have been raised by 31 July 2011, with the balance in place by September 2011.

 

When the above funding is in place, MobileWave Group PLC will be well placed to take advantage of the numerous client leads it is now developing for its products, and expects to be generating revenues from September 2011 onwards.

 

 

 

R Stear


MobileWave Group Plc

CONSOLIDATEd statement of COMPREHENsive INCOME

For the period ended 28 February 2011


14 months ended 28 February

2011

Notes

US$000

REVENUE


-




Cost of sales


-


---------------------------------------

Gross profit


-




Administrative expenses (before separately disclosed items)


(2,313)

Separately disclosed items

2

(1,242)


---------------------------------------

Total administrative expenses


(3,555)


---------------------------------------

 

LOSS FROM OPERATIONS


(3,555)

 


---------------------------------------

 

Finance expenses


(11)

 




 

Finance income


10

 


---------------------------------------

 

LOSS BEFORE TAXATION


(3,556)

 



 

Taxation


-


---------------------------------------

LOSS  FOR THE PERIOD ATTRIBUTABLE TO THE OWNERS OF THE PARENT


 

(3,556)

 


=========================================

OTHER COMPREHENSIVE INCOME,  NET OF TAX






Currency translation difference


(3)


---------------------------------------

Other comprehensive income, net of tax


(3)


---------------------------------------

TOTAL COMPREHENSIVE EXPENSE FOR THE PERIOD ATTRIBUTABLE TO OWNERS OF THE PARENT


(3,559)


=========================================






$




Basic and fully diluted loss per share - ($ per share)

3

(0.05)




 

 

 

 

 

 

 

 

 

 

 


 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 28 February 2011

 

 


As at 28 February

2011


US$000

Assets

Non-current assets

Intangible assets


1,648

Property, plant and equipment


20


----------------


1,668


---------------

Current assets



Inventories


2

Trade and other receivables


64

Cash and cash equivalents


5


------------------


71


------------------

Total assets

1,739


=============



Equity


Share capital


15,051

Share premium account


28,761

Merger reserve


(1,047)

Other reserves


60

Foreign currency translation reserve


(3)

Share based payment reserve


1,278

Retained deficit


(43,584)


-------------------

EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY

516



Current liabilities


Trade and other payables                                                                              


1,223



  ------------------



1,223


------------------

TOTAL EQUITY AND LIABILITIES

1,739


=============


 

consolidated statement of changes in equity

For the period ended 28 February 2011

 

 


 

 

Share

     Capital

 

Share Premium Account

 

 

Merger Reserve

 

 

Other Reserve

Foreign currency translation reserve

Share

based payment

reserve

 

 

Retained Deficit

 

 

        Total


$000

$000

$000

$000

$000

US$000

$000

$000










 

At 1 January 2009

 

11,426

 

28,761

 

1,947

 

60

 

-

 

1,727

 

(30,766)

 

13,155

Loss for the year

-

-

-

-

-

-

(8,273)

(8,273)


----------------

----------------

----------------

----------------

-----------------

------------------

------------------

------------------

 

Loss and total comprehensive expense for the year

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

-

 

 

 

 

(8,273)

 

 

 

 

(8,273)

Share based compensation

 

-

 

-

 

-

 

-

 

-

 

102

 

-

 

102

Transfer due to lapsed options

 

-

 

-

 

-

 

-

 

-

 

(350)

 

350

 

-

Capitalisation of reserves

 

1,947

 

-

 

(1,947)

 

-

 

-

 

-

 

-

 

-

Deemed value of shares

 

-

 

-

 

-

 

-

 

-

 

-

 

(1,545)

 

(1,545)


-----------------

-----------------

-----------------

-----------------

-----------------

------------------

------------------

------------------

At 31 December 2009

13,373

28,761

-

60

-

1,479

(40,234)

3,439

Loss for the period

-

-

-

-

-

-

(3,556)

(3,556)

Other comprehensive income:









Currency translation  difference

 

 

-

 

 

-

 

 

-

 

 

-

 

 

(3)

 

 

-

 

 

-

 

 

(3)


----------------

----------------

----------------

----------------

----------------

-----------------

-----------------

-----------------

Total comprehensive expense for the period

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3)

 

 

 

-

 

 

 

(3,556)

 

 

 

(3,559)

Issue of shares

1,678

-

(1,047)

-

-

-

-

631

Share based compensation

 

-

 

-

 

-

 

-

 

-

 

5

 

-

 

5

Transfer due to lapsed options

 

-

 

-

 

-

 

-

 

-

 

(206)

 

206

 

-


-----------------

-----------------

-----------------

-----------------

-----------------

------------------

------------------

------------------

At 28 February 2011

15,051

28,761

(1,047)

60

(3)

1,278

(43,584)

516


============

============

============

============

============

============

============

============

Share capital

Share capital represents the nominal value of equity shares issued.

 

Share premium

The share premium account comprises the consideration received in excess of the nominal value of equity shares issued net of issue costs and the difference between the carrying amount of a financial liability and the nominal value of equity instruments issued when debt instruments are settled by the issue of equity instruments. 

 

Merger reserve

The merger reserve represents the difference between the fair value of equity instruments issued as part of a business combination and the nominal value in transactions which qualify for Section 131 merger relief.

 



 

Translation reserve

The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations whose functional currency differs from the reporting currency of the Group.

 

Share based payment reserve

This reserve is the result of the Company's grant of equity settled share options and warrants to selected employees and measured in accordance with IFRS2 Share-based payment transactions.

 

Other reserve

Net proceeds of US$60,000 have been attributed to an issue of warrants in a prior year and this amount has been included within equity as another reserve.

 

Retained deficit

The Retained deficit reflects the cumulative losses incurred to date.


 

 

 

CONSOLIDATED CASH FLOW STATEMENT

for the period ended 28 February 2011

 

 


14 months ended 28 February

2011

US$000

 



 

 

Cash flow from operating activities


 

Loss for the period before tax



Adjustments for:

(3,556)

 

   Finance cost

11

 

   Finance income

(10)

 

Gain on bargain purchase

(776)

 

   Share based payment expense

5

 

   Depreciation

11

 



 

Changes in working capital


 



 

   Decrease  in accrued income, trade and other receivables

1,519

 

   Increase in trade and other payables

800

 


------------------------

 

Cash used in operating activities

(1,994)

 

 

Income taxes credit received

 

-

 


------------------------

 

Net cash used in operating activities

(1,994)

 



 

Cash flows from investing activities


 

Acquisition of subsidiary undertaking

(66)

 

Net cash acquired on acquisition of subsidiary undertaking

2

 

Payments to acquire intangible assets

(12)

 

Interest received

10

 


------------------------

 

Net cash used in investing activities

(66)

 



 

Cash flows from financing activities


 

Interest on loans

(11)

 


------------------------

 

Net cash outflow from financing activities

(11)

 


------------------------

 

Net decrease in cash and cash equivalents

(2,071)

 

 

Cash & cash equivalents at the beginning of the financial period

2,079

 

Effect of foreign exchange rate changes

(3)

 


  ------------------------

 

Cash & cash equivalents at the end of the financial period

5

 


================

 



 

1        General information

 

The preliminary financial information for the 14 months ended 28 February 2011 does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006 but is derived from accounts for the period ended 28 February 2011. The figures for the period ended 28 February 2011 are audited. The preliminary announcement is prepared on the same basis as set out in the statutory accounts for the 14 months ended 28 February 2011.  Those accounts have been reported upon by the auditors who issued an unqualified opinion but drew attention by way of emphasis of matter to the Going Concern basis of preparation, which the directors have adopted for the reasons fully set out below, and to the sensitivity of the fair value attributed to the intellectual property on acquisition of Mobilewave Limited to certain assumptions which are set out in note 4 of this preliminary financial information. The report of the auditors did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

 

While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS), as adopted by the European Union (EU), this announcement does not in itself contain sufficient information to comply with IFRS's. 

 

MobileWave Group plc is incorporated and domiciled in the United Kingdom.

 

GOING CONCERN

 

The directors of MobileWave Group plc have prepared the financial statements on a going concern basis, which assumes the Group will continue in operational existence for the foreseeable future. The Group's ability to meet its future funding and working capital requirements, and therefore continue as a going concern, is dependent upon being able to generate further investment funding, sustainable revenues and free cash flow. The directors have prepared projected cash flow information for the period ending 12 months from the date of approval of these financial statements.  The projections take into account the new business opportunities, highlighted in the Chairman's statement (expected to launch in August 2011),  the quantum of which will affect the Group's cash requirements, which are continually monitored by the Board.

 

On the basis of these projections, the Directors have identified the requirement to obtain further investment funding and negotiations are being undertaken with investors to raise £2m and with targeted customers to secure new business. Current indications are that these will come to a satisfactory conclusion. Agreement of further investment would, based upon projections prepared by the group, enable it to continue to meet its debts as they fall due for at least the next 12 months.   As at the date of these financial statements, however, there remains some uncertainty over the timing and success of these matters.

 

Should further investment not be secured or trading activities not meet anticipated targets, then the Group may be unable to realise its assets and discharge its liabilities in the normal course of business.  Whilst there is a material uncertainty in relation to the timing and completion of the above matters, the Directors are continuing their negotiations with various parties and, based on indications so far, anticipate a positive outcome and consider that it is appropriate that the financial statements be prepared on a going concern basis. 

 



 

2        sepArately disclosed items


2011


US$000

Abortive acquisition costs

298

Acquisition costs

220


                  


518

Gain on bargain purchase (note 4)

(776)

Impairment of deferred consideration receivable

1,500


                  


1,242

 

 

 

 

 

                  



3          LOSS PER SHARE




2011




US$000

Loss for the financial year



(3,556)

 




                  

 

Average number of ordinary shares in issue


66,613

Dilutive potential of share options


-

 




                  

 




66,613

 




                  

 




US$

EPS




Basic loss per 5p (2009: 5p) ordinary share (in US$)

(0.05)

Diluted loss  per 5p (2009: 5p) ordinary share (in US$)

(0.05)

 




                  

 

The calculation of the basic and diluted loss per ordinary share of 5p each has been based on the loss for the relevant financial period and on 66,612,769 shares.  This represents the weighted average number of ordinary shares in issue.  The loss for the year from continuing operations and the weighted average number of ordinary shares for the purposes of calculating the diluted loss per share from continuing operations are the same as for the basic loss per share calculation. This is because the outstanding share options would have the effect of reducing the loss per ordinary share and therefore do not dilute under the terms of IAS 33.

 

4          ACQUISITION OF MOBILEWAVE LIMITED

 

On 12 August 2010 the Company completed the acquisition of the entire issued share capital of Mobilewave Limited which, together with its subsidiary undertakings, has developed a mobile marketing platform with an innovative suite of consumer loyalty applications designed to deliver measurable, targeted mobile marketing campaigns.  The consideration payable was satisfied by the issue of 21,428,571 ordinary shares of 5p each plus $66,000 cash to Touchstone International Limited, one of the Vendors, in consideration of Touchstone International Limited agreeing not to compete with the MobileWave business for a period of 18 months from completion of the Acquisition. The Directors of MobileWave Group Plc (previously Fieldbury Plc) have expertise in the technologies industry and in particular, taking developing businesses to the market.  The business of MobileWave provides access to a social networking platform via mobile phone which coupled with loyalty reward programmes can be used as a sales promotion and marketing research tool.



 

The transaction has been accounted for using the acquisition method of accounting.

 



Book Value

Fair Value adjustment

Fair Value

 

 



$

$

$

 

 

ASSETS





 

 

NON CURRENT ASSETS





 

 

Intangible assets

-       Brownstone Database

-       Intellectual Property

-       Software


 

67,387

-

4,000

 

-

1,566,000

-

 

67,387

1,566,000

4,000

 

 

Property, plant & equipment


28,006

-

28,006

 

 



----------------------------------

----------------------------------

----------------------------------

 

 



99,393

1,566,000

1,665,393

 

 

CURRENT ASSETS





 

 

Inventories


2,979

-

2,979

 

 

Trade and other receivables


10,331

-

10,331

 

 

Cash and cash equivalents


1,743

-

1,743

 

 



----------------------------------

----------------------------------

----------------------------------

 

 



15,053

-

15,053

 

 



----------------------------------

----------------------------------

----------------------------------

 

 

TOTAL ASSETS


114,446

1,566,000

1,680,446

 

 



----------------------------------

----------------------------------

----------------------------------

 

 

 

NON CURRENT LIABILITIES





 

 

Loans from Shareholders


189,746

-

189,746

 

 



----------------------------------

----------------------------------

----------------------------------

 

 



189,746

-

189,746

 

 

CURRENT LIABILITIES





 

 

Trade and other payables


17,953

-

17,953

 

 



----------------------------------

----------------------------------

----------------------------------

 

 

TOTAL LIABILITIES


207,699

-

207,699

 

 



----------------------------------

----------------------------------

----------------------------------

 

 

NET ASSETS


(93,253)

1,566,000

1,472,747

 

 



===================================

==================================


 

 

Gain on bargain purchase




(775,813)

 

 





----------------------------------

 

 





696,934

 

 





==================================

 

 

Settled by:





 

 

Cash




66,000

 

 

Ordinary shares (21,428,571 at 1.88 pence per share - fair value of consideration)


 

630,934

 

 





----------------------------------

 

 





696,934

 

 





========================================

 

The directors have valued the intellectual property acquired in the acquisition of MobileWave Limited at $1.566m.  Fair value has been measured using a discounted cash flow model.  Post tax cash flows have been estimated over a period of 3 years and discounted using a 60% discount rate, a rate considered to be an acceptable return to an investor prepared to invest in a developing technology business.

 

The cash flow forecasts take into account many assumptions which have been derived from market data where possible.  Revenue is dependent on a number of brand reward partners signing up to campaigns, retailers using the platform to promote marketing and discount offers, consumers registering and remaining active through the incentive to earn Oi rewards and redeem to realise beneficial valuation.  

 

The valuation assumes that over the next 3 years, campaigns will be sold to 20 brand partners who will in turn initiate coupon campaigns generating income through initial fees but mainly through coupon redemption.  The valuation assumes that those consumers that register 50% will be active users and of those who earn Oi rewards, 85% of them will redeem their points.

 

The valuation is sensitive to certain assumptions used.  Applying a discount rate of 50% rather than 60% would cause the fair value to increase to $1.86m.  However if the users generated from brand partner reward schemes fell by 50%, then the fair value would reduce to $900,000. Redemption rates increasing from 85% to 100% would cause the fair value to decrease to $457,000, whilst the proportion of active users falling by 10%, the fair value would reduce to $1.35m.

 

This valuation formed the basis on which the acquisition was presented to the shareholders of Fieldbury plc.

 

The fair value of the net assets acquired was $1,472,747 which is in excess of the $696,934 cost of acquisition. Accordingly under IFRS the consolidated statement of comprehensive income has been credited with a gain on bargain purchase of $775,813 in the period and has been included in separately disclosed items.

 

Directly attributable acquisition costs of $220,492 have been expensed through income as incurred and disclosed within administrative expenses.

 

MobileWave Limited contributed $267,125 of the net loss for the period between the date of acquisition and the reporting date.  If this acquisition had occurred on 1 January 2010 the consolidated loss for the period would have been $3,719,856.

 

5          STATUS of the preliminary announcemenT

 

The board of directors of MobileWave Group plc approved the Preliminary Results on 08 July 2011.

 

The statutory accounts will be posted to shareholders in due course.   Further copies will be available to the public, free of charge, at the company's registered office, 2 Stone Buildings, Lincoln's Inn, LONDON WC2A 3TH and the Company's website at www.mobilewave.com  


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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