SafeCharge International Group Limited
Annual Report and Accounts 2015
SafeCharge International Group Limited Annual Report and Accounts 2015 SafeCharge International Group Limited is a global 
provider of payments services, technologies and 
risk management solutions for online and mobile 
businesses. The SafeCharge Group has a diversified, 
blue-chip client base and is a trusted payment partner 
for customers from various e-commerce verticals. 
SafeCharge has been Payment Card Industry Data 
Security Standard (“PCI-DSS”) Level 1 certified since 
2007 and is listed on the London Stock Exchange AIM 
market (LSE: SCH).
www.safecharge.com
The Company’s wholly-owned subsidiary, SafeCharge Limited, is an authorised Electronic Money Institution regulated by the Central Bank 
of Cyprus and a principal member of MasterCard Europe and VISA Europe. The SafeCharge Group has operations in the UK, Guernsey, 
Cyprus, Bulgaria, Israel, Germany, Austria and Ireland.
Welcome to SafeCharge
Contents
Strategic Report 
01 Highlights
02 Chairman’s Statement
03 Chief Executive’s Review
05 Our Strategy
06 Our Technology
08 Key Achievements 2015
10 Financial Review
11 Key Performance Indicators
12 Board of Directors
14 Corporate Social Responsibility
Corporate Governance
16 Board of Directors Report
17 Board of Directors and  
Other Officers
18 Corporate Governance Report
19 Directors’ Remuneration Report
20 Remuneration Policy Report
23 Annual Report on Remuneration
26 Risks and Uncertainties
29 Directors’ Responsibilities
30 Report of the Audit Committee
Financial Statements
32 Independent Auditor’s Report
33 Consolidated Statement of 
Comprehensive Income
34 Consolidated Statement of 
Financial Position
35 Consolidated Statement of 
Changes In Equity
36 Consolidated Statement of 
Cash Flows
37 Notes to the Consolidated  
Financial Statements Financial Statements Strategic Report Corporate Governance
2015 US$99.8m 2015 US$31.1m
2014 US$76.9m 2014 US$24.7m
2013 US$43.2m 2013 US$11.3m
FINANCIAL HIGHLIGHTS
• Revenue up 30% to US$99.8 million  
(2014: US$76.9 million)
• Gross profit up 30% to US$57.7 million  
(2014: US$44.5 million)
• Adjusted EBITDA* up 26% to US$31.1 million  
(2014: US$24.7 million)
• Cash flows from operations up 41% US$29.3 million  
(2014: US$20.8 million)
• Reported profit after tax up 58% US$22.9 million  
(2014: US$14.4 million)
• Total comprehensive income up 99% US$28.7 million  
(2014: US$14.4 million)
• Cash balances at year end down 22% US$114.9 million  
(2014: US$146.5 million)
• Recommended final dividend is 7.30 US$ cents per share, 
giving total 2015 dividend of 11.30 US$ cents per share,  
up 38%
OPERATIONAL HIGHLIGHTS
• Successful launch of VISA Acquiring services 
complementing MasterCard services
• New customer wins with a strong pipeline and several 
significant new customers due to go live in H1 2016
• Significant advance in core business processing 
transaction value of US$6.9 billion (2014: US$5.7 billion)
• Convergence of acquiring and issuing under a single 
technology platform
• Development and certification of multi-channel and 
airline solutions
• PAY.com MasterCard prepaid card successfully launched
• Recognition of technology leadership winning four 
prestigious awards including ‘Innovation in Payments’ 
and ‘Overall Payments Company’ categories of the 
eGaming Review Awards
REVENUE
30% 
US$99.8m
2014: US$76.9m
ADJUSTED EBITDA*
26% 
US$31.1m
2014: US$24.7m
*	 Adjusted	EBITDA	is	a	non-GAAP,	company-specific	measure	which	is	earnings	excluding	interest,	taxes,	depreciation,	amortisation,	costs	incurred	in	respect	of	the	 
Company’s	Initial	Public	Offering,	acquisition	costs	and	contingent	remuneration,	restructuring	costs	and	share-based	payments	charge	(See	Consolidated	
Statement of Comprehensive Income).
2015 Highlights
SERVICE UP-TIME TRANSACTION VOLUME
US$6.9B +99.99%
TRANSACTIONS  
PER SECOND
300
AVERAGE TRANSACTION 
DURATION
1 SECOND
INTERNATIONAL 
ACQUIRERS AND 
PAYMENT METHODS
+150
01 SafeCharge International Group Limited     Annual Report and Accounts 2015 02 SafeCharge International Group Limited     Annual Report and Accounts 2015
Chairman’s Statement
Introduction
I am delighted to report that 2015 – 
SafeCharge’s	first	full	year	as	a	public	
company – marked a further period of strong 
performance and growth for the Group. 
Consolidated revenues grew 29.7% to 
US$99.8 million and Adjusted EBITDA* 
increased 26.1% to US$31.1 million, with the 
Group	continuing	to	generate	significant	 
free	cash	flows	from	its	operations.	
SafeCharge’s impressive performance was 
primarily driven by its core business, which 
benefited	from	the	growth	of	existing	
customers and new customer wins.  
Core	revenues	(excluding	2015	acquisitions)	
grew by 20.4% with Adjusted EBITDA* 
growing by 27.3%.
In	addition	to	a	robust	financial	performance,	
we remain committed to advancing our 
technologies and expanding the Group’s 
product	offering,	thereby	strengthening	
engagement with customers whilst growing 
and diversifying the business into new 
markets and industries.
The Board continues to focus on making 
effective	use	of	the	Group’s	cash	resources	
and investigate potentially large strategic and 
complementary acquisition opportunities, 
whilst continuing to apply strict criteria when 
assessing such acquisition opportunities.
Board and governance
The Board remains committed to ensuring a 
robust governance structure is in place and, 
whilst recognising the size of the Company,  
is working to comply with corporate best 
practice. In December 2015 we announced 
the strengthening of the Board with the 
appointment of Yuval Ziv as Group COO, 
recognising the importance of the role within 
our growing business. Yuval brings with him 
considerable experience from within both  
the payments industry and the  
SafeCharge Group.
In October 2015 the Company completed its 
re-domicile from the British Virgin Islands to 
Guernsey which the Board believes will 
provide	a	number	of	benefits,	including	
expanding access to the Company’s equity to 
a wider constituency of investors.
I thank the Directors for their continued 
contribution to the Group throughout what 
was a highly successful year and congratulate 
David Avgi, his senior management team  
and all employees for their dedication and 
hard work.
Dividends
The Company’s stated dividend policy is to 
pay-out at least 50% of Adjusted EBITDA. 
Given the Group’s strong underlying growth in 
earnings and cash generation, the Board has 
recommended	a	final	dividend	of	7.30	US$	
cents per share, giving a total dividend of 
11.30 US$ cents per share for the year  
(2014:	8.16	US$	cents),	representing	55%	of	
Adjusted EBITDA* for the period.
The dividend shall be paid in sterling and 
therefore it will be subject to a conversion 
exchange rate from US dollars based on a 
GBP/USD rate of 1.42, being the rate at 
4.30pm on 9 March 2016. As a result,  
those shareholders entitled to the dividend 
will receive 5.14 pence per share. Subject to 
shareholder approval at the Annual General 
Meeting,	to	be	held	on	18	May	2016,	the	final	
dividend will become payable on 27 May 2016 
to those shareholders on the Company’s 
register as at the record date of 20 May 2016. 
The ex-dividend date is 19 May 2016.
Outlook
Having achieved another exciting year of 
growth and operational development, the 
Group has maintained momentum into 2016 
such that we look to the future with 
confidence	and	optimism.	
 
Roger Withers
Chairman
10 March 2016
“SafeCharge’s impressive performance was primarily 
driven by its core business, which benefited from the 
growth of existing customers and new customer wins.  
Core revenues (excluding 2015 acquisitions) grew by 
20.4% with Adjusted EBITDA* growing by 27.3%.”
Roger Withers
Chairman
*	 Adjusted	EBITDA	is	a	non-GAAP,	company-specific	measure	which	is	earnings	excluding	interest,	taxes,	depreciation,	amortisation,	costs	incurred	in	respect	of	
the	Company’s	Initial	Public	Offering,	acquisition	costs	and	contingent	remuneration,	restructuring	costs	and	share-based	payments	charge	(see	Consolidated	
Statement of Comprehensive Income). 03 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
Introduction
In	a	year	of	continued	progress	and	financial	
success for the Group it is clear that our new 
and innovative products and services are 
creating	significant	opportunities.		
Throughout 2015, SafeCharge continued to 
win new customers, closing the period with 
an extremely strong pipeline that features 
significant	–	and	well-known	–	businesses	
which are set to join the Company’s platform 
in 2016. Recent client wins are due primarily 
to our proprietary technologies, reinforcing 
the validity of our strategy to focus on 
research and development; and adapting  
the platform to suit the individual needs of 
the sectors we serve.
We have continued to invest in our core 
technologies, expand the Group’s product 
offering	and	diversify	the	business	into	new	
markets and industries. In 2015 we 
completed	a	number	of	highly	significant	
business developments, which will create 
new platforms for growth, including the 
successful launch of SafeCharge’s own 
acquiring facilities; and the innovative 
PAY.com MasterCard prepaid, which together 
with our existing payment products, enables 
SafeCharge	to	offer	a	unique	converged	
payments ecosystem.
Strategy
The Group has a clear organic growth 
strategy, aiming to diversify the products and 
services	offered	to	its	clients,	thereby	seeking	
to grow revenues from existing customers, 
whilst looking to further expand by entering 
attractive new verticals, such as online 
games, travel and retail.  
In parallel to our organic growth strategy,  
we are constantly looking for potential 
acquisitions with the capacity to facilitate  
and accelerate our access to new markets, 
clients and territories – whilst continuing to 
apply strict criteria to such opportunities  
in the interests of creating a sustainable 
business delivering high quality returns  
to shareholders.
The	Group	made	significant	progress	with	
many aspects of its strategy during 2015;  
and	we	are	delighted	to	see	the	benefits	 
of	these	starting	to	flow	through,	with	further	
upside set to be enjoyed in 2016 and beyond.
Growth and performance
The Group’s continued momentum through 
2015 enabled it to achieve strong growth  
in revenues of 30% to US$99.8 million 
(2014:	US$76.9	million),	with	Adjusted	
EBITDA* improving 26% to US$31.1 million 
(2014:	US$24.7	million).
SafeCharge remained highly cash generative 
with	US$29.3	million	of	free	cash	flow	 
from	operating	activities	(before	tax)	in	 
the	period	(2014:	US$20.8	million);	and	a	
cash	conversion	of	94.0%,	(2014:	84.3%)	 
from	adjusted	EBITDA.	Despite	significant	
investments; acquisitions; technology 
development expenditure; and payment of 
the	final	2014	and	interim	2015	dividends,	the	
Group closed the period with US$114.9 million 
of	cash,	US$18.6	million	classified	as	
available-for-sale investments; US$1.4 million 
assets	classified	as	held	for	sale,	and	no	debt.
As a result of the acquisitions completed  
in 2015, the Group increased headcount, 
particularly	of	technology	staff	and	grew	 
its operational capabilities, extending its 
knowledge base. This increased headcount 
has enabled SafeCharge to manage its 
growth and continue to develop its 
technology platforms.
Chief Executive’s Review
“ The year of 2015 was another period of strong 
financial performance and continued growth.  
We have continued to innovate, develop and  
deliver our payment products and technologies, 
enabling us to deepen our relationships and win 
new business with large scale customers. With 
continued strong momentum and an excellent 
pipeline of new business, we look forward to the  
rest of the year with confidence and optimism.”
David Avgi
Chief Executive Officer 04 SafeCharge International Group Limited     Annual Report and Accounts 2015
Core processing business performance
SafeCharge’s processing business provides 
its customers with a wide range of payment 
and fraud prevention services; PCI descoping 
solutions; and a network of more than 100 
payment methods and acquiring banks 
through a single customer integration. The 
Group’s core processing business enjoyed 
strong growth compared to 2014, with stable 
gross	profit	margins	and	Adjusted	EBITDA*	
up 27.3% to US$31.4 million.
As evidence of the Company’s strong service 
offering	and	technological	robustness,	
SafeCharge continued to enjoy a high 
customer retention rate whilst adding new 
customers in the period. The Group’s 
technology platform remained highly scalable 
and reliable with uptime in excess of 99.99% 
throughout the period.
Performance of acquisitions
The acquisitions of CreditGuard and 3V 
Transaction	Services	(renamed	SafeCharge	
Card Services) completed in January 2015. 
During the period CreditGuard performed 
in-line with management’s expectations. PAY.
com MasterCard prepaid has been launched 
and restructuring of 3V Transaction Services 
is nearing completion. I am delighted to 
report that both are now integrated with the 
core processing platform. We are excited by 
the opportunities that both SafeCharge Card 
Services and CreditGuard are creating 
through	the	synergies	and	benefits	they	
bring to the Group.
Expansion into new sectors 
and geographies
Our investment activities have made sectorial 
and	geographical	diversification	a	possibility	
and have been accelerated following the 
acquisition of CreditGuard, with the core 
SafeCharge	business	benefiting	from	
CreditGuard’s	relationships,	winning	its	first	
clients in new territories and industry sectors, 
including retail; travel and passenger aviation.
SafeCharge continues to invest in the global 
expansion of its acquirers and its alternative 
payment method network in Asia, Europe 
and North America.
Expansion across the payments 
ecosystem and value chain
As reported in our interim results, the Group 
is fully able to undertake acquiring through 
the MasterCard and VISA schemes; and I am 
delighted with the performance to date as 
we prepare to accelerate the growth through 
our own acquiring platform.
The	year	also	brought	the	first	live	
transactions	flowing	through	PAY.com,	our	
own brand and digital account with the 
product launched in early 2016.
By using our core gateway and linking the 
Group’s acquiring and issuing platforms, 
SafeCharge	can	now	offer	its	customers	a	
greater	range	of	efficient	solutions.
I am also excited to report that in late 2015 
our development team took another 
important	step	by	developing	our	first	
physical point-of-sale product. 
This product, which has since gained 
accreditation, complements our “online” 
product suite and will enable SafeCharge to 
offer	an	integrated	multi-channel	solution	to	
merchants	with	both	on	and	off-line	 
payment activities.
New client wins
In 2015, we won strategic clients as a result 
of our advanced products and technology.  
Our full suite payment platform has been 
selected by the Rank Group, EL AL and other 
significant	operators.	PaddyPower	Betfair	
recently selected our Cashier for its global 
alternative payments methods, with launch 
expected	in	H1	2016.	Our	efforts	to	increase	
our presence in the retail market were fruitful 
and I am pleased that we have been selected 
to	provide	full	acquiring	services	in	specific	
jurisdictions to Nayax, a global provider of 
cashless payments.
 
Games developers represent a growth 
segment for the Group and during the year 
we	added	Netmarble,	GGCorp,	ProficientCity,	
who are all using our Cashier as their global 
checkout	platform	and	benefiting	from	our	
diverse global payments solutions and fraud 
prevention expertise.
Industry awards
The	strengths	and	benefits	of	the	Group’s	
technologies and services continue to be 
recognised by the wider industry, with 
SafeCharge winning a number of prestigious 
awards, including the “Innovation in 
Payments” and “Overall Payments Company” 
categories of the eGaming Review awards. 
David Avgi
Chief Executive Officer
10 March 2016
Chief Executive’s Review continued 05 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
Our Strategy
CONVERGENCE IN PAYMENTS
The convergence of acquiring and issuing under a single 
technology platform will be the foundation on which we 
streamline pay-in and pay-out processes to elevate the degree of 
financial effectiveness and immediate execution.
ENTERPRISE SOLUTIONS
The company will continue to focus on custom-built enterprise 
solutions for large scale enterprises where our ability to 
demonstrate the exclusivity of our technologies and staff  
expertise in various disciplines of payments has proven significant 
financial impact.
NEW MARKETS AND INDUSTRIES
A key element of our strategy is growth by expanding into 
additional geographical markets along with diversifying our 
presence in additional high volume segments of online services 
and specifically airlines, travel and retail, culminating from organic 
growth as well as acquisitions of technologies and clients base.
INTEGRATION TO BUSINESS PLATFORMS
SafeCharge will continue to form strategic partnerships with 
leading platforms in each industry that we serve. Through an 
integrated product our clients are offering their users a sleek and 
easy to use checkout process, improving the payments conversion 
and subsequently the profitability of their business. 
OPTIMISING AND ENRICHING THE CHECKOUT 
JOURNEY
SafeCharge has developed a unique technology to optimise the 
checkout process. We strive to improve every aspect of payments 
conversion and as such the checkout journey is a key element. Our 
products will include additional self-service customisation tools, 
business analysis and reporting in order optimise every aspect of 
the user checkout journey. 
Our strategy continues to be fast growth 
oriented and is based on expanding the 
diversity	and	the	value	of	our	product	offering	
to our existing client base. We will continue the 
investment in our technology based solution in 
order to maximise the value proposition and 
improve the stickiness of our products.
*	 Adjusted	EBITDA	is	a	non-GAAP,	company-specific	
measure which is earnings excluding interest, taxes, 
depreciation, amortisation, costs incurred in respect of 
the	Company’s	Initial	Public	Offering,	acquisition	costs	
and contingent remuneration, restructuring costs and 
share-based	payments	charge	(see	Consolidated	
Statement of Comprehensive Income). 06 SafeCharge International Group Limited     Annual Report and Accounts 2015
Our Technology
End user demand for the ability to pay anywhere, 
anytime,	via	multiple	channels	continues	to	influence	
how transactions are performed, compelling merchants 
to provide the latest payment technologies. As the 
payments ecosystem continues to diversify, payment 
expert vendors such as acquirers, processors, issuers, 
card networks, alternative payment providers and gateway 
providers collaborate to successfully initiate and complete 
transactions for end users and merchants. 
By performing a number of roles within the payments 
ecosystem,	SafeCharge	creates	a	closed	loop	effect.	
Merchants	benefit	from	this	by	obtaining	lower	fees,	ability	
to	offer	multiple	acquiring	solutions	to	end	users	thereby	
improving conversions, deliver local acquiring options in 
multiple regions, provide customised payment solutions, 
view	a	transparent	back	office,	and	give	a	complete	global	
solution	which	includes	APM	diversification	and	coverage. 07 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
Turnkey online and mobile checkout solution delivering an individualised 
payment experience to all end users on either tablet, desktop or mobile. 
Powerful	connectivity	hub	linking	merchants	and	major	financial	 
institutions worldwide on one integrated system.
A prepaid solution that consists of a reloadable virtual & physical prepaid 
card	that	is	accepted	in	stores	and	ATMs	world	 wide.	It	provides	effective	 
bi-directional money transfer between merchant and end users. 
Range of value-added professional services that help merchants  
optimise the utilisation of SafeCharge Payment Acceptance and  
Card Issuing solutions.
Supports card-present transactions where end users can initiate  
payments through diverse POS terminals including stripe and chip & pin. 
Award-winning risk mitiga tion solution incorporating proprietary  
real-time and manual fraud-prevention technologies.
MULTI-CHANNEL PAYMENTS 
PAYMENT ACCEPTANCE  
CARD SERVICES
PROFESSIONAL SERVICES  08 SafeCharge International Group Limited     Annual Report and Accounts 2015
New Client Wins
Successful launch of a full-service 
cards acquirer
• Further transparency and 
efficiency	of	handling	transactions	
by obtaining comprehensive 
information directly from  
card schemes
• Acquiring cost reduction
• Accelerating the merchant 
onboarding process
Fully Integrated deposit and 
withdrawal Cashier for Online 
Gaming platforms
• The award-winning Cashier is 
integrated into a number of  
the largest gaming platforms: 
Playtech, Bede, Bit8, creating 
exposure to a larger scope of 
potential clients
Granted card-present 
certification
• This	certification	enables	true	
multi-channel payments. Fully 
integrated into SafeCharge’s robust 
and scalable payments platform this 
addition creates a true converged 
solution and allows for consolidated 
back	office	and	risk	management	
processes across multiple sales 
channels including online, mobile 
and POS
Key Achievements 2015
XS SOFTWARE 
“The online games industry is dynamic and we needed  
a payments partner that would be able to facilitate  
our payments and tailor solutions to suit our needs.  
We	selected	SafeCharge	for	their	flexibility	in	being	able	 
to customise our solution and for the professionalism  
of all the teams involved. These qualities were essential  
in solidifying our ongoing partnership.”
Hristo Tenchev, CEO, XS Software
GAIJIN
“Since we began working with SafeCharge, the transaction 
flow	is	smooth	and	flawless.	Cooperation	with	the	company	
is without a doubt a great experience – it is truly a company 
you want to do business with.”
Ivan Kuznetsov, 
Marketing Director of Gaijin Entertainment. Financial Statements Strategic Report Corporate Governance
09 SafeCharge International Group Limited     Annual Report and Accounts 2015 10 SafeCharge International Group Limited     Annual Report and Accounts 2015
“ Revenues increased across the Company’s 
principal business lines throughout the year, 
culminating with record monthly revenues  
in December. The diversification of the 
Group’s client revenues also improved  
during the year with new customers signing 
with the Group.”
Tim Mickley
Chief Financial Officer
Highlights
Group revenues in the period increased 
by	30%	to	US$99.8	million	(2014:	US$76.9	
million) driven by organic growth from 
existing customers and new customers 
which joined the platform during the year. 
Adjusted EBITDA* increased by 26%, 
reaching	US$31.1	million	(2014:	US$24.7	
million). The conversion of Adjusted 
EBITDA* to cash was strong, with cash 
flows	from	operations	(before	tax	paid)	of	
US$29.3	million	(2014:	US$20.8	million).
Revenues
Revenues increased across the Company’s 
principal business lines throughout the year, 
culminating with record monthly revenues  
in	December.	The	diversification	of	the	
Group’s client revenues also improved  
during the year with new customers 
signing with the Group.
In order to reduce foreign exchange 
exposure, the majority of the Group’s 
assets are held in US dollars, its functional 
and	reporting	currency.	The	2015	financial	
results were particularly pleasing given that 
the strengthening of the US dollar against 
certain currencies during the year had a 
material negative impact on the revenues 
and	profits	reported	by	the	Group.
Margins
Gross	profit	margins	remained	stable	
at 58% for the year, whilst consolidated 
Adjusted EBITDA margins slightly decreased 
to	31%	(2014:	32%)	due	to	the	impact	of	
acquisitions, whilst the EBITDA* margins 
in	the	core	business	(core	payments	
business, which accounted for the majority 
of revenues in 2015 and excludes 2015 
acquisitions) increased to 58.8% as the 
Company’s core cost base and operational 
capabilities experienced economies of scale 
from	greater	revenues	and	gross	profit.
Expenses
Employee-related costs, which account 
for the majority of SafeCharge’s operating 
expenses, increased primarily as a result 
of acquisitions. Costs in the core business 
increased moderately throughout the year as 
the Group invested in additional resources 
to support growth in transaction volumes, 
delivered a more aggressive sales strategy,  
and ensured that its hardware technologies 
could	scale	effectively	to	safely	and	
reliably exceed customer demands 
for	SafeCharge’s	growing	offer.
The Group incurred share-based payment 
charges of US$1.37 million in the year, 
(2014:	US$1.43	million).	Furthermore,	during	
the year the Group incurred restructuring 
costs of US$2.86 million, primarily within 
the recently acquired SafeCharge Card 
Services business, including costs relating 
to the early settlement of deferred 
terms with 3V Transaction Services’s 
founders. Acquisition costs and contingent 
remuneration in the year of US$1.5 million 
(2014:	US$422,000)	related	to	transaction	
related costs and deferred elements of 
the CreditGuard and 3V acquisitions.
Finance expense of US$0.2 million 
(2014:	US$1.7	million)	primarily	related	to	the	
translation of non-US dollar cash balances 
held at the end of the year. Depreciation 
and amortisation of US$3.2 million was 
charged	in	the	period	(2014:	US$1.2	million)	
which included US$1.9 million charge in 
amortisation of intangible assets, mainly  
due to the two acquisitions in 
2015	(2014:	US$483,000).
Tax
The Group reported a net tax income of 
US$124,000	(2014:	tax	expense	of	US$1.9	
million) in the year, representing income tax 
liabilities	of	US$1.2	million	due	on	profits	
generated by the Company’s subsidiary 
companies,	offset	by	deferred	tax	credits	of	
US$1.3 million.
Cash flow
SafeCharge continues to generate 
significant	cash	flows	from	its	activities.	In	
the year ended 31 December 2015, the 
Group generated US$27.7 million from 
operating	activities	after	tax	(2014:	US$19.8	
million), a conversion rate of 88.9% from 
Adjusted	EBITDA*	(2014:	80.0%).	The	
Group’s	outflow	from	investing	activities	
was	US$45.4	million	(2014:	US$3.9	million)	
which included US$21.3 million related to 
the acquisition of subsidiaries; US$12.3 
million in respect of the acquisition of the 
stakes in FinTech AG and 2C2P; and US$5 
million of working capital facilities provided 
to certain non-related customers, which is 
secured	against	their	on-going	cash	flows.	
Net	cash	outflow	from	financing	activities	
was	US$13.9	million	(2014:	US$118.8	
million	inflow)	reflecting	US$14.6	million	of	
dividend	payments	offset	by	US$646,000	
received from the exercise of share options.
Balance sheet
The Group closed the year with total assets 
of	US$182.2	million	(2014:	US$161.1	million)	
including US$114.9 million of cash and cash 
equivalents; US$18.6 million of available-
for-sale investments; and US$1.4 million of 
assets	classified	as	held	for	sale.	The	majority	
of the Company’s cash is held in current 
accounts and on-call deposit accounts, with 
US$40 million held on three-month deposit. 
The net book value of intangible assets 
held at 31 December 2015 was US$31.0 
million	(2014:	US$5.7	million)	which	included	
US$23.9 million related to the assets 
acquired on business combinations during 
the period, primarily CreditGuard and 3V 
Transaction Services; and US$5.0 million of 
capitalisation of technology development 
Financial Review 11 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
costs in the year, primarily the development of 
PAY.com’s platform as well as the Acquiring platform.
Total current assets decreased to US$127.3 million 
(2014:	US$152.3	million)	as	a	result	of	investments	
in the year, with current liabilities increased to 
US$14.1	million	(2014:	US$9.8	million)	due	mainly	
to an increase in trade and other payables.
Total equity attributable to equity holders increased 
to	US$167.3	million	(2014:	US$151.2	million)	primarily	
as a result of the increase in retained earnings within 
the year and US$7.7 million of available-for-sale 
reserves, being the US$6.3 million increase in value 
on revaluation of the investment made in FinTech AG 
and US$1.4 million which is expected to be received 
following the sale of VISA Europe to VISA Inc.
As was the case in 2014, the Group closed the year with 
no debt.
Dividends
Following the announcement of the interim dividend 
paid in September, the Board has recommended 
a	final	dividend	of	US$11.1	million	(7.30	US$	
cents per share) giving a total dividend of US$17.1 
million	(11.30	US$	cents	per	share)	(2014:	8.16	
US$ cents per share) for the year, representing 
55% of Adjusted EBITDA* for the period.
In order to facilitate simpler settlement, shareholders 
will be paid their dividends in sterling. The dividend 
will therefore be subject to a conversion exchange 
rate from US dollars based on a GBP/USD rate of 
1.42, being the rate at 4.30 pm on 9 March 2016. 
As	a	result	those	shareholders	entitled	to	the	final	
dividend will receive 5.14 pence per share.
Tim Mickley
Chief Financial Officer
10 March 2016
Key Performance Indicators
REVENUE
US$m 
2015
2014
US$99.8m
US$76.9m
2013 US$43.2m
+78%
+30%
+31%
GROSS PROFIT
US$m 
2015
2014
US$57.7m
US$44.5m
2013 US$24.9m
+79%
+30%
+25%
ADJUSTED EBITDA
US$m 
2015
2014
US$31.1m
US$24.7m
2013 US$11.3m
+119%
+26%
+48%
*	 Adjusted	EBITDA	is	a	non-GAAP,	company-specific	measure	which	is	earnings	
excluding interest, taxes, depreciation, amortisation, costs incurred in respect  
of	the	Company’s	Initial	Public	Offering,	acquisition	costs	and	contingent	
remuneration, restructuring costs and share-based payments charge  
(See	Consolidated	Statement	of	Comprehensive	Income). 12 SafeCharge International Group Limited     Annual Report and Accounts 2015
Board of Directors and Other Officers
David Avgi
Chief	Executive	Officer
David became CEO of the Company in 2007 and has developed the Company 
into a key global player in the online payments and risk management industries. 
David was instrumental in creating the Company’s core solutions, negotiating 
strategic agreements with acquiring banks, and facilitating mergers and 
acquisitions. He possesses a broad and comprehensive hands-on knowledge 
and experience in e-payments, business development, risk management, 
compliance and all aspects of creating and managing online payments and 
e-commerce operations. David holds a Bachelor of Technology degree in 
Industrial and Managerial Engineering from Shenkar College Israel, where he 
specialised in the development of information systems.
Tim Mickley ACMA
Chief	Financial	Officer
Tim began his career training as an accountant with Schroders. He subsequently 
led the equity derivatives product accounting team at Paribas Capital Markets 
and was Head of Operations Control at WestLB Panmure. Tim has more than a 
decade	of	corporate	finance	experience	both	within	the	City,	latterly	as	Managing	
Director at Collins Stewart and within industry, as Corporate Development 
Director of Playtech plc. Tim joined the Board of SafeCharge initially as a 
Non-executive Director in 2008 and is currently a Non-executive Director of 
NetPlay	TV	PLC.	Tim	holds	a	BSc	(Hons)	in	Physics.
Roger Withers
Chairman
Roger is the former Non-executive Chairman of Playtech plc and is the current 
Chairman of Sportech PLC. Roger has over 40 years’ experience in the leisure and 
gaming industries across senior management and previous board positions in 
market-leading companies including Ladbrokes plc, Bass plc, and Coral Racing plc. 13 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
John Le Poidevin FCA
Non-executive Director
John	was	for	many	years	a	partner	in	a	major	accounting	firm,	where	as	Head	of	
Consumer Markets, he developed an extensive breadth of experience and 
knowledge across the leisure, gaming and retail sectors in the UK and overseas. 
He now acts as a consultant to the consumer sector and holds a number of 
independent Non-executive Directorships, including as Chairman of Challenger 
Acquisitions, senior independent Non-executive Director of Market Tech 
Holdings and as a Non-executive at International Public Partnerships and Stride 
Gaming.
Ed Warner OBE
Senior Independent Director
Ed is Chairman of investment bank Panmure Gordon & Co., derivatives exchange 
LMAX, the Blackrock Commodities Income Investment Trust and the Standard Life 
European Private Equity Trust. He is also an Independent Non-executive Director 
of Clarksons, one of the world’s largest shipbrokers, and Chairman of UK Athletics, 
the sport’s national governing body, and of Grant Thornton LLP. In 2006 he 
successfully	sold	IFX	Group	PLC,	the	financial	trading	company,	having	been	its	
Chief Executive for three years. Previously he was Chief Executive of Old Mutual 
Financial Services UK, Head of Pan-European Equities at BT Alex Brown and Head 
of Global Research at Dresdner Kleinwort Benson.
Yuval Ziv
Chief	Operating	Officer	and	Managing	Director	of	SafeCharge	Bulgaria	and	
Group	Chief	Operating	Officer
Yuval	is	Chief	Operating	Officer	and	Managing	Director	of	SafeCharge	Bulgaria	and	
joined	the	SafeCharge	Board	as	Group	Chief	Operating	Officer.	Yuval	serves	as	
both a director and executive of multiple companies. With close to a decade at 
SafeCharge, Yuval leads all acquiring services, is responsible for risk management 
and compliance, manages Group operations, and initiates and maintains all 
relationships with acquiring banks, providers of alternative payment methods and 
card schemes. Yuval’s expertise in the e-payments industry has been a key factor in 
the creation and deployment of SafeCharge’s award-winning checkout solution. 
Prior to SafeCharge, Yuval held various positions at large Israeli-based technology 
and telecommunications companies. Yuval holds an MA in Law and a BA in 
Business Economics from Bar Ilan University, Israel. 14 SafeCharge International Group Limited     Annual Report and Accounts 2015
“ The board of SafeCharge is dedicated to the 
development of the business in a socially 
responsible way. They have established the 
culture, values and ethics of the Group, and have 
communicated these to members of staff.”
Corporate Social Responsibility
One of the key roles for the board includes establishing the culture, values and ethics of the company. It is important that the board sets the correct ‘tone from the top’. The 
directors should lead by example and ensure that good standards of behaviour permeate throughout all levels of the organisation. This will help prevent misconduct, unethical 
practices and support the delivery of long-term success.
Introduction
We take our responsibilities to stakeholders seriously and are 
committed to dealing fairly and with integrity with all stakeholders, 
including our merchants, customers, regulators, employees and 
shareholders.
Human resources
Our employees are at the heart of our business and we 
recognise that our employees play a part in the delivery of our 
goals. We aim to attract, retain, and motivate the best people 
and	take	our	responsibilities	for	staff	welfare,	training	and	
development seriously, including having training and controls in 
place that promote good conduct.
Business ethics
We believe that personal and business integrity is an essential 
part	of	delivering	a	strong	financial	performance	and	we	expect	
our employees to operate to a high ethical standard.
Health & Safety
We	employ	staff	in	multiple	locations	and	different	countries.	
We aim to conduct our activities to international health and 
safety standards and do our utmost to provide a safe working 
environment for our employees. Financial Statements Strategic Report Corporate Governance
15 SafeCharge International Group Limited     Annual Report and Accounts 2015 16 SafeCharge International Group Limited     Annual Report and Accounts 2015
Board of Directors Report
The Board of Directors presents its report and audited consolidated 
financial	statements	of	Safecharge	International	Group	Limited	and	
its	subsidiaries	(the	Group)	for	the	year	ended	31	December	2015.
Principal activities
The principal activities of the Group are the provision of payments 
services, technologies and risk management solutions for online and 
mobile businesses.
Review of current position, future developments and 
significant risks
The Chief Executive’s review on pages 3 to 4 of this report includes 
the Directors’ view of the development of the business and its 
position	at	the	end	of	the	financial	year.	The	Company	is	listed	on	the	
London Stock Exchange AIM.
The main risks and uncertainties faced by the Group and the steps 
taken to manage these risks, are described in Note 3 of the 
consolidated	financial	statements.
Results and Dividends
The Group’s results for the year are set out on page 33. The Board of 
Directors approved the payment of dividends as detailed below and 
the	remaining	profit	for	the	year	is	retained.	
In	May	2015	the	Group	distributed	US$8,518,000	as	a	final	dividend	
for the year ended 31 December 2014 and in October 2015 the 
Group	distributed	US$6,032,000	(2014:	US$4,779,000)	as	an	interim	
dividend.	The	Directors	have	recommended	a	final	dividend	for	the	
year ended 31 December 2015 in the amount of US$11.1million, the 
payment of which remains subject to shareholders approval at the 
forthcoming Annual General Meeting.
Share capital 
On 2 April 2014, the Company’s shares were listed for trading on the 
AIM of the London Stock Exchange in the Company’s initial public 
offering	(“IPO”).	As	part	of	the	IPO,	the	Company	raised	£75.75	million	
(about	US$126	million),	before	expenses,	via	the	placing	of	
46,759,260	new	Ordinary	Shares.		The	net	effect	from	the	IPO	to	
equity was US$121,921,000, being gross funds received from the  
IPO amounting to US$126,074,000 less transaction costs of 
US$4,153,000 in respect of the equity share issue. US$121,916,000 
of this net increase was included in the share premium account.  
During 2015 the only shares issued by the Company were to satisfy 
the exercise of share options. 
Board of Directors
The members of the Group’s Board of Directors as at 31 December 
2015 and at the date of this report are presented on page 17.
All	of	the	Directors	have	offered	themselves	for	re-election	at	the	
forthcoming Annual General Meeting.
Events after the reporting period 
There were no other material events after the reporting period, 
which have a bearing on the understanding of the consolidated 
Financial Statements.
Going concern
Based on the Group’s cash balances and normal business planning 
and control procedures, the Directors have a reasonable expectation 
that the Company and the Group have adequate resources to 
continue in operational existence for the foreseeable future. For this 
reason, the Directors continue to adopt the going concern basis in 
preparing the accounts.
Independent Auditors  
All of the current Directors have taken all the steps that they ought to 
have taken to make themselves aware of any information needed by 
the Company’s and Group’s auditors for the purposes of their audit 
and to establish that the auditors are aware of that information. The 
Directors are not aware of any relevant audit information of which 
the auditors are unaware. 
BDO LLP were appointed during the period and have expressed their 
willingness	to	continue	in	office	and	a	resolution	to	re	appoint	them	
will be proposed at the annual general meeting.
By order of the Board of Directors,
Tim Simon Mickley
Director
10 March 2016  Board of Directors:	 	 Roger	Dean	Withers	(Non-Executive	Chairman) 
David	Avgi	(Chief	Executive	Officer) 
Timothy	(Tim)	Simon	Mickley	(Chief	Financial	Officer) 
Yuval	Ziv	(Chief	Operating	Officer),	Appointed	January	2016 
Edmond	(Ed)	William	Warner,	OBE	(Senior	Independent	Director) 
John	Le	Poidevin	(Non-	Executive	Director)
Company Secretary  JTC	(Guernsey)	Limited 
and Administrator:  Dorey Court, Admiral Park, 
St Peter Port, 
Guernsey, GY1 2HT
Independent Auditors:  BDO LLP 
55 Baker Street 
London W1U 7EU 
United Kingdom
 
Registered office:   Dorey Court, Admiral Park, 
St Peter Port, 
Guernsey, GY1 2HT
Board of Directors and Other Officers
17 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance 18 SafeCharge International Group Limited     Annual Report and Accounts 2015
Introduction
The Directors recognise the value and importance of high standards 
of corporate governance and although not required, where 
appropriate for a company of SafeCharge’s size, seek to observe the 
requirements of the UK Corporate Governance Code.
Board
At the date of this report, the Board comprised three Executive 
Directors and three Non-executive Directors. The Board meets 
regularly throughout the year and all Directors have full and timely 
access to the information necessary for them to properly discharge 
their duties. During the year the Board met seven times. To date the 
Board	has	also	met	twice	in	the	current	financial	year.	Details	of	
attendance at Board meetings held during 2015 are set out below:
Director
No. of Board 
meetings attended 
in 2015
Roger Withers 7
David Avgi 7
Ed Warner 7
John Le Poidevin 7
Tim Mickley 7
Ali Khwaja* 4
Yuval Ziv** 2
* Mr Khwaja served as a Director of the Company between 23 April 2015 and 
1 December 2015.
** Mr Ziv was appointed to the Board in January 2016 but was invited, as an 
observer, to attend a number of Board meetings during 2015.
Further details of the Directors’ remuneration and service  
contracts can be found in the Remuneration Report and on the 
Group’s website.
Board committees
The Directors have established an Audit Committee, Remuneration 
Committee and Nomination Committee with formally delegated
duties and responsibilities. Ed Warner is the Senior Independent 
Director. Reports from the Chairman of both the Remuneration  
and Audit Committees are contained within this Annual Report and 
financial	statements.
The Nomination Committee is responsible for reviewing the size, 
structure and composition of the Board, succession planning, the
appointment and/or replacement of additional Directors and for 
making the appropriate recommendations to the Board. It meets
at	least	twice	a	year	and	is	comprised	of	Roger	Withers	(Chairman),	
Ed Warner and John Le Poidevin.
The Company does not have a separate Risk and Compliance 
Committee, instead Risk and Compliance appearing as an agenda 
item within regular Board meetings. The Group maintains a 
comprehensive risk register which highlights both key risks and 
appropriate mitigating action plans. A table setting out the  
principal	risks	identified	by	the	Board	is	set	out	on	pages	26	to	28	 
of this document.
Internal controls
The Directors consider that the Company’s management and 
financial	controls	enable	the	timely	and	effective	monitoring	and	
control of the Company’s operations, and consider them appropriate 
for a company with securities admitted to AIM. The Board meets 
formally at least six times a year to review amongst other things, 
Group	performance,	significant	contracts,	legal	and	regulatory	issues,	
new business, marketing and other relevant issues. The Executive 
Directors are closely involved in the day-to-day control of the 
business. The Company’s accounting policies are considered by the 
Directors to be prudent, in accordance with applicable accounting 
standards and appropriate to the Company’s business.
Share dealing and anti-bribery
The Company has adopted a share-dealing code in conformity with 
the requirements of Rule 21 of the AIM Rules and will take steps to 
ensure compliance by the Board and the Group’s employees with 
the	terms	of	that	code.	The	Bribery	Act	2010	(“Bribery	Act”),	which	
came	into	force	in	the	UK	on	1	July	2011,	prescribes	criminal	offences	
for individuals and businesses relating to the payment of bribes and, 
in certain cases, a failure to prevent the payment of bribes. The 
Company has therefore established procedures designed to ensure 
that no member of the Group engages in conduct for which a 
prosecution under the Bribery Act may result.
Relationship with shareholders 
The Directors are committed to ongoing communication with the 
Group’s shareholders. Regular meetings with shareholders are held 
by	the	Chief	Executive	Officer	and	Chief	Financial	Officer	of	the	
Group. The Company’s largest shareholder is Northenstar 
Investments	Limited	(“Northenstar”),	which	is	wholly-owned	by	a	
trust,	the	ultimate	beneficiary	of	which	is	Mr	Teddy	Sagi.	In	
connection with the Company’s Admission to trading on AIM, the 
Company and Northenstar entered into a relationship agreement 
designed to ensure that the Group can operate independently and 
that	any	transactions	between	it	and	Northenstar	(or	any	of	its	
associates) will be on an arm’s-length and normal commercial basis. 
The Board also believes that the provisions of the relationship 
agreement provide reassurance that Northenstar will not seek to 
exercise its shareholding capriciously and that it reinforces the 
independence of the Company.
Going concern
Based	on	the	strength	of	the	Group’s	statement	of	financial	position	
and its forecast operational performance, the Directors have a 
reasonable expectation that the Group has adequate resources to 
continue in operational existence for the foreseeable future. 
Accordingly, the Directors continue to adopt a going concern basis in 
preparing	the	Annual	Report	and	financial	statements.
Corporate Governance Report 19 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
Dear Shareholder,
I am pleased to take this opportunity to present the Directors’ Remuneration Report for SafeCharge. This report will be subject to an advisory 
shareholder vote at the forthcoming AGM. The report consists of two parts:
• the Directors’ Remuneration Policy Report, which was approved by way of an advisory vote at the 2015 AGM and is represented for 
information, which sets out the Directors’ Remuneration Policy which has been operated from 1 January 2015; and
• the Annual Report on Remuneration provides details of how the policy for 2016 will be operated and the remuneration earned by Directors 
in the year ended 31 December 2015.
2015	was	a	further	year	of	major	progress	for	the	Group.	The	Group’s	financial	results	were	well	ahead	of	those	achieved	in	2014.	Corporately	
the	Group	enjoyed	significant	success,	including	the	launch	of	both	the	SafeCharge	Acquiring	offering	and	PAY.com	pre-paid	card.	
This	progress	is	reflected	in	the	remuneration	received	by	the	Executive	Directors:
• Annual bonuses for 2015 were determined based on performance measures including Adjusted EBITDA*. In 2015 the Company delivered 
full-year Adjusted EBTIDA of US$31.1 million which was ahead of both market expectations and the Board’s base case forecast for the 
full-year	at	the	start	of	the	year.	During	the	year	the	Group	also	achieved	a	number	of	significant	corporate	milestones	including	the	full	
launch of the SafeCharge Acquiring product. In the context of this performance the Committee awarded bonuses of 110% and 73% of 
salary to the CEO and CFO respectively.
• No share options were granted to Executive Directors under the Share Option Plan or LTIP during the period.
A summary of the remuneration policy is set out on pages 20 to 22, with details on how it will be applied in practice for 2016 set out in the 
Annual Report on remuneration on page 23.
The Committee is currently in the process of establishing a long-term incentive plan which will be designed to motivate our senior team whilst 
aligning them to the Company’s strategic objectives and to achieving long-term growth for our shareholders. Following the establishment of 
the new long-term incentive plan, which is expected to be in place by the end of H1 2016, it is envisaged that no further grants will be made 
under the Share Option Plan to Executive Directors. However, the Share Option Plan will remain in place for employees.
I do hope that you are supportive of the remuneration approach adopted to date.
Yours sincerely
Ed Warner
Chairman of the Remuneration Committee
Directors’ Remuneration Report
Annual Statement by the Chair of the Remuneration Committee
*	 Adjusted	EBITDA	is	a	non-GAAP,	company-specific	measure	which	is	earnings	excluding	interest,	taxes,	depreciation,	amortisation,	costs	incurred	in	respect	of	the	
Company’s	Initial	Public	Offering,	acquisition	costs	and	contingent	remuneration,	restructuring	costs	and	share-based	payments	charge	(s	ee	Consolidated	Statement	of	
Comprehensive Income). 20 SafeCharge International Group Limited     Annual Report and Accounts 2015
Policy overview
This report has been prepared by the Remuneration Committee on 
behalf of the Board.
The 2015 Remuneration Report includes disclosures divided into 
two sections:
• Directors’ Remuneration Policy Report, setting out the framework 
within which the Company remunerates its Executive Directors. 
This is a represented version of the report approved by way of an 
advisory vote at the 2015 AGM and operated from 1 January 
2015, with minor textual changes for references to roles and year 
ends and with scenario charts excluded. The full original report 
can be accessed from the Company’s website.
• Annual Report on remuneration, setting out how the Company’s 
present remuneration policy was applied during 2015 and how 
the policy will be implemented in 2016.
As an overseas incorporated and AIM listed company, SafeCharge is 
not required to prepare a Director’s remuneration Report that 
complies with Companies Act 2006 and Schedule 8 of the Large and 
Medium-sized	Companies	and	Groups	(Accounts	and	Report)	
(Amendment)	Regulations	2013.	However,	the	Board	recognises	the	
importance of shareholder transparency and compliance with 
corporate governance principles. Given the relatively limited history 
of SafeCharge as a quoted company the Remuneration Committee 
(the	Committee)	decided	previously	that	the	resolution	on	the	
remuneration policy should be subject to an advisory vote. However, 
it is the Committee’s intention as the Company matures and 
develops that the policy report will be subject to a binding 
shareholder resolution.
In setting the remuneration policy for the Executive Directors, the 
Committee takes into account the following:
• the need to attract, retain and motivate Executive Directors and 
senior management in determining appropriate remuneration 
policies and packages;
•	 internal	pay	and	benefits	practice	and	employment	conditions	
both within the Group as a whole and within the particular 
regions in which it operates; and
• periodic external comparisons to examine current market trends 
and practices and equivalent roles in similar companies taking 
into account their size, business complexity, international scope 
and relative performance.
How the views of shareholders are taken into account
The Company is committed to developing and maintaining good 
communications with shareholders. The 2016 AGM will be an 
opportunity for the Committee to meet and communicate with 
shareholders and hear any issues or concerns they may have.
The Committee recognise the value and importance of high 
standards of corporate governance and observe the remuneration-
related requirements of the UK corporate governance code as they 
apply for a smaller Company except where there are commercial 
reasons not to do so.
How the views of employees are taken into account
The Committee does not formally consult with employees in respect 
of the design of the Company’s Executive Director remuneration 
policy. When setting the policy for Executive Directors, the 
Committee is made fully aware of pay structures across the 
workforce. In determining salary increases for Executive Directors, 
the Committee considers the general level of salary increase across 
the Company.
Typically salary increases will be aligned with those received 
elsewhere in the Company unless the Committee considers that 
specific	circumstances	require	a	different	level	of	salary	increase	for	
Executive Directors.
The	key	difference	in	policy	for	senior	management	(including	
Executive Directors) relates to participation in variable incentive 
arrangements. The Company extends its annual bonus plan and 
share awards to senior management and other key members of the 
workforce as the Committee feels that it is important to incentivise 
and retain these employees in order for the Company to continue its 
development. This is considered appropriate for senior management 
in order to link a proportion of their pay to the delivery of the 
longer-term strategy and creating stronger alignment of interest 
with shareholders.
Remuneration Policy Report 21 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
The remuneration policy for directors
The table overleaf summarises the key aspects of the Company’s remuneration policy for Executive Directors.
Element Purpose and link to strategy Operation Maximum opportunity
Base salary To recruit and reward 
executives of a suitable 
calibre for the role and 
duties required.
Normally reviewed annually by the Committee, 
taking account of Company performance, 
individual performance, changes in responsibility 
and levels of increase for the broader population 
taking into account the country where the 
executive ordinarily works.
The Committee considers the impact of any 
basic salary increase on the total remuneration 
package.
All salaries are currently paid in sterling. 
However,	Directors’	salaries	(and	other	elements	
of the remuneration package) may be paid in 
different	currencies	as	appropriate	to	reflect	
their geographic location.
There is no prescribed maximum annual 
increase. The Committee is guided by the 
general increase for the broader employee 
population but on occasions may need to 
recognise, for example, development in role, 
change in responsibility, and/or an increase 
in the scale or scope of the role.
Details of the outcome of the most recent 
salary review are provided in the Annual 
Remuneration Report on page [x].
Annual 
bonus
To encourage and reward 
delivery of the Company’s 
operational objectives.
Bonus awards are determined by the Committee 
after the year end, based on annual performance 
against targets set at the beginning of each year.
Bonus is determined based on a mixture of 
financial	(including	Adjusted	EBITDA*)	measures	
and performance against strategic objectives. No 
more than 50% of bonus is paid for threshold 
performance.
Bonuses are paid immediately in cash and will 
be subject to clawback.
Chief	Executive	Officer	=	150%
Chief	Financial	Officer	=	100%
Chief	Operating	Officer	=	100%
Save that in cases of exceptional 
performance	where	operating	profit	is	
significantly	ahead	of	the	stretch	target	the	
Committee may increase these limits by 
50% of salary. 
Share Option 
Plan (“SOP”)
To incentivise and 
recognise service over the 
longer-term.
The Company may grant share options with an 
exercise price as determined by the Committee 
on grant. The terms on which an award vests are 
determined by the Committee on grant and once 
vested options are exercisable up to 10 years 
from the date of grant.
For options granted to date the only vesting 
condition has been that the individual remains 
an employee of the Group over an agreed period 
(vesting	period).
No individual limit.
Long-Term 
Incentive 
Plan ("LTIP")
To incentivise and 
recognise service over the 
longer-term.
The Committee is currently in the process of 
establishing an LTIP, which it anticipates 
implementing	during	the	first	half	of	2016.
Any LTIP will require executives to remain in 
employment over the vesting period and require 
the satisfaction of performance targets.
To be decided during the year.
Non-
executive 
Director fees
To attract and retain a 
high-calibre Chairman and 
Non-executive Directors by 
offering	a	market	
competitive fee level.
The Chairman is paid a single fee for all his 
responsibilities. The Non-executives are paid a 
basic fee. All Directors may be paid for additional 
expenses incurred in connection with their role 
on	the	Board	and	any	taxable	benefit	
implications that may result.
As for the Executive Directors, there is no 
prescribed maximum annual increase. The 
Committee is guided by the general increase 
for the broader employee population but on 
occasions may need to recognise, for 
example, change in responsibility, and/or 
time commitments.
Details of the outcome of the most recent 
fee review are provided in the Annual Report 
on remuneration.
* The annual bonus performance measures, through the use of EBITDA and strategic KPIs, have been selected as indicators of whether the Company has been successful in 
delivering	on	its	strategy	in	a	profitable	manner. 22 SafeCharge International Group Limited     Annual Report and Accounts 2015
External Non-executive Director positions
Subject to Board approval, Executive Directors are permitted to take 
on Non-executive positions with other companies. Executive 
Directors are permitted to retain their fees in respect of such 
positions. Details of outside directorships held by the Executive 
Directors and any fees that they received are provided in the Annual 
Remuneration Report.
Approach to recruitment and promotions
The Committee has the objective to attract, retain and motivate the 
best talent in our markets, while ensuring a close alignment between 
the interests of shareholders and management. It is the Committee’s 
intention that the on-going remuneration package for a new Director 
would be set in accordance with the terms of the Company’s 
remuneration policy as set out above.
Base	salary	levels	will	be	set	to	reflect	the	experience	of	the	
individual, appropriate market data and internal relativities. The 
Committee may feel it is appropriate to appoint a new Director on a 
below market salary with a view to making above market and 
workforce annual increases over a number of years to reach the 
desired salary positioning subject to individual and 
Company performance.
The granting of payments or share awards on joining in order to 
secure the appointment of an Executive Director is normally limited 
to the value of any deferred remuneration that would have been 
forfeited at the previous employer.
For an internal appointment, any variable pay element awarded in 
respect of their prior role should be allowed to pay-out broadly 
according to its terms. Any other on-going remuneration obligations 
existing prior to appointment may continue.
For all appointments, the Committee may agree that the Company 
will meet certain appropriate relocation costs.
For the appointment of a new Chairman or Non-executive Director, 
the fee arrangement would be in accordance with the approved 
remuneration policy in force at that time.
Service contracts & payments for loss of office
The Chief Executive’s services are provided pursuant to a consultancy 
agreement between the Company and Foxberry Limited dated 
26	March	2014.	The	Chief	Financial	Officer	entered	into	a	service	
agreement	dated	26	March	2014.	The	Chief	Operating	Officer	joined	
the Board in January 2016. The terms and provisions that relate to 
remuneration of the Executive Directors are set out below:
Provision Policy
Notice period Six months’ written notice by either party
Termination
payments
A payment in lieu of notice may be made on 
termination to the value of their basic salary at 
the time of termination. The employment of 
each Executive Director is terminable with 
immediate	effect	without	notice	in	certain	
circumstances, including gross misconduct, 
fraud	or	financial	dishonesty,	bankruptcy	or	
material breach of obligations under their 
service agreements.
Change of control There are no enhanced terms in relation to a 
change in control, but appropriate adjustments 
may be made to option price and to substitute 
shares for the underlying option in the 
successor company.
A bonus is not ordinarily payable unless the individual is employed 
and not under notice on the payment date. However, the 
Remuneration Committee may exercise its discretion to award a 
bonus	payment	for	the	notice	period	served	(not	on	gardening	
leave). Share options will normally lapse on cessation of employment 
or	office,	or	on	termination	of	the	option	holder’s	contract	of	service.	
Under	certain	circumstances,	as	defined	in	the	Share	Option	Plan	
rules, the options may be exercised to the extent vested.
All Non-executive Directors have letters of appointment with the 
Company for an initial period of three years. The Chairman’s and 
Non-executive Directors’ appointment may be terminated by the 
Company with three months’ notice. The appointment letters for the 
Chairman and Non-executive Directors provide that no 
compensation is payable on termination, other than accrued fees 
and expenses.
Remuneration Policy Report continued 23 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
Membership of the Remuneration Committee
The members of the Committee are listed in the table below. All of 
these	are	independent	Non-executive	Directors,	as	defined	under	
the Corporate Governance Code with the exception of the Company 
Chairman who was independent on his appointment.
Details of attendance at Remuneration Committee meetings held 
during 2015 are set out below.
Number of meetings in 2015 3
Directors Attendance
Ed Warner 3
Roger Withers 3
John Le Poidevin 3
No Director or other executive is involved in any decisions about his 
own	specific	remuneration.
External advisers
The Committee keeps itself fully informed on developments and best 
practice	in	the	field	of	remuneration	and	it	seeks	advice	from	
external advisers when appropriate.
Following the year end the Committee sought advice from New 
Bridge	Street	(an	Aon	Hewitt	Company).	New	Bridge	Street’s	ultimate	
Parent Company is Aon PLC. New Bridge Street is a signatory to the 
Remuneration Consultants’ Group Code of Conduct. Neither New 
Bridge Street or any other part of Aon provides other services to 
the Company.
External directorships
The table below sets out details of the external directorships held by 
the Executive Directors and any fees that they received in respect of 
their services during the year.
Position 2015 2014
David Avgi None – –
Tim Mickley NetPlay TV PLC GBP25,000 GBP25,000
Implementation of the remuneration policy during 2015
The table below sets out the remuneration received by the Directors 
in relation to the services as Directors of the Company in 2015.
Year ending 31 December 2015 (US$000s)
Director
Fees & 
 Salary Benefits
1
Annual 
Bonus
2
LTIP Pension
1
Total 
David Avgi 483 n/a 533 0 n/a 1,016
Tim Mickley 299 n/a 219 0 n/a 518
Ali Khwaja
5
107 n/a 76 n/a n/a 183
Roger Withers 118 n/a n/a n/a n/a 118
Ed Warner 89 n/a n/a n/a n/a 89
John Le Poidevin 89 n/a n/a n/a n/a 89
 1,185 n/a 828 0 n/a 2,013
Year ending 31 December 2014 (US$000s)
Director
Fees & 
 Salary Benefits
1
Annual 
Bonus
2
LTIP Pension
1
Total 
David Avgi
3
340 n/a 1,180 0 n/a 1,520
Tim Mickley
3
222 n/a 280 0 n/a 502
Roger Withers 81 n/a n/a n/a n/a 81
Ed Warner 61 n/a n/a n/a n/a 61
John Le Poidevin 61 n/a n/a n/a n/a 61
 765 n/a 1,460 0 n/a 2,225
1.	 There	are	no	benefits	or	pension	schemes	currently	in	operation	for	
the Directors.
2. The bonus is paid entirely in cash. Further details are provided below. 
3. Appointed Directors of the Company on 26 March 2014. Remuneration in 2014 
relates to the period as Directors of the Company.
4. Basic salary and fees of the Executive Directors are determined in pounds 
sterling and then for reporting purposes converted into US dollars at the average 
exchange rate applicable during the relevant period.
5. Mr Khawaj served as a Director between 23 April and 1 December 2015. 
Annual bonus for the year ended 31 December 2015
The annual bonus for the year under review was based on the 
Group’s EBITDA and strategic performance. Performance is assessed 
against market expectations and the internal forecast set at the start 
of	the	financial	year.	Annual	bonuses	for	2015	were	awarded	in	the	
context of full-year Adjusted EBTIDA of US$31.1 million.
The resulting bonuses for 2015 were as follows:
Executive % of Salary
% of 
Maximum £ $
David Avgi 110% 73% 350,000 533
Tim Mickley 73% 73% 144,000 219
* The maximum bonus entitlement is 150% and 100% of salary for the CEO and 
CFO respectively.
**	 Reflects	continuous	employment	since	1	January	2015.
Annual Report on Remuneration 24 SafeCharge International Group Limited     Annual Report and Accounts 2015
SafeCharge International Group Limited 2011 Global Share Option Plan
The Company operates an equity-settled share-based remuneration scheme for employees, Executive Directors and certain senior management.
Executive Directors’ options vest as to one-third each year for three years commencing from the date of grant. Vesting of the options is not 
conditional on performance conditions having been met. The only vesting condition being that the individual remains an employee of the 
Group	over	an	agreed	period	(vesting	period).
There were no share option plan awards granted to Executive Directors in the year. Following the establishment of the LTIP no further options 
will be granted under this plan to Executive Directors.
The following table sets out the share incentive awards currently held by the Executive Directors:
Executive
Date of
Grant Type
Exercise 
Price
(pence)
Held at
1 January 
2015
Awards 
Granted
Awards 
Lapsed
Awards 
Exercised
Held at 
31 December 
2015
Earliest 
Vesting
Date Expiry Date
David Avgi
28.1.14 SOP 121.0 1,000,000 0 0 0 1,000,000 28.1.15 28.1.24
9.9.14 SOP 225.5 2,995,185
1
0 0 0 2,995,185
1
9.9.15 9.9.24
Tim Mickley
28.1.14 SOP 121.0 250,000 0 0 0 250,000 28.1.15 28.1.24
9.9.14 SOP 225.5 524,157 0 0 0 524,157 9.9.15 9.9.24
1.	 These	options	have	been	granted	to	Foxberry	Limited,	Foxberry	Limited	is	ultimately	owned	by	a	trust,	the	beneficiary	of	which	is	David	Avgi
Dilution
By agreement with shareholders, the aggregate number of shares 
which may be issued at any date of grant, when aggregated with 
shares issued or issuable pursuant to options or awards granted in 
the preceding 10 years under any employee share plan operated by 
the Company, shall not exceed 10% of the issued share capital. The 
interests of the Executive and Non-executive Directors are set 
out below:
Director
Beneficially 
owned at
31 December 
2015
Beneficially 
owned at 
31 December 
2014
Outstanding 
Option Awards
David Avgi 3,374,111 3,374,111
1
3,995,185
2
Tim Mickley 11,100 11,100 774,157
Roger Withers 30,864 30,864 0
Ed Warner 30,864 30,864 0
John Le Poidevin 30,864 30,864 0
1. Foxberry Limited subscribed US$1 million for 374,111 Placing Shares as part of 
Admission.	Foxberry	Limited	is	ultimately	owned	by	a	trust,	the	beneficiary	of	
which is David Avgi.
2. Includes 2,995,185 options which have been granted to Foxberry Limited. 
Foxberry	Limited	is	ultimately	owned	by	a	trust,	the	beneficiary	of	which	is	
David Avgi.
There was no change to the Directors’ interests as set out above 
during the period between 31 December 2015 and 10 March 2016.
How the policy will be applied in 2016 onwards
2016 salary review
The Executive Directors’ salaries were reviewed in December 2015. 
In setting salaries the Committee takes into account individual 
performance and experience, the size and nature of the role and 
the relative performance of the Company. In determining the 
salaries for 2016 the Committee considered salaries paid in FTSE 
Small	Cap	companies	as	this	best	reflects	the	size	of	the	Company.	
Following review of the Committee both the CEO and CFO will remain 
unchanged:
•	 Chief	Executive:	£325,000	(annualised	2015	salary	of	£325,000);	
•	 Finance	Director:	£200,000	(annualised	2015	salary	of	£200,000);	
and
•	 Chief	Operating	Officer:	£180,000	(appointed	January	2016).
Fees for the Chairman and Non-executive Directors
A summary of the current fees for the Non-executive Directors 
and	Chairman	which	have	been	in	effect	from	1	March	2015	are	
as follows:
•	 Chairman:	£80,000	(annualised	2015	fees	of	£80,000);	and
•	 Non-executive	Directors:	£60,000	(annualised	2015	fees	of	
£60,000).
2016 annual bonus
The bonus maximum percentage is unchanged for 2015. Bonuses 
will	be	payable	determined	by	both	financial	measures,	in	particular	
EBITDA growth versus plan, and the achievement of pre-agreed 
strategic	objectives.	The	achievement	of	budgeted	financial	
performance would result in a bonus payment no greater than 50% 
of maximum bonus.
Annual Report on Remuneration continued 25 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
LTIP awards to be granted in 2016 and beyond
The Committee is currently in the process of establishing and LTIP  
is expected to be implemented within H1 2016. The Committee 
expects to grant awards under the new scheme in 2016. It is likely 
that the resulting plan will enable the award of either nil cost options 
or conditional awards which vest after three years subject to 
remaining in employment and the satisfaction of performance 
conditions. Full details of the scheme will be disclosed in next year’s 
Directors’ Remuneration Report following the completion of the 
Committee’s review.
TSR performance graph
This	graph	shows	the	value,	by	31	December	2015,	of	£100	invested	
in	SafeCharge	International	Group	Limited	on	2	April	2014	(the	date	
of	Admission	to	trading	on	AiM)	compared	with	the	value	of	£100	
invested	in	the	FTSE	SmallCap	Index	(excluding	investment	trusts).	
This index was selected because it is considered the most 
appropriate against which the total shareholder return of SafeCharge 
should be measured.
80
90
100
110
120
130
140
150
160
02 April 
2014
31 December
2014
SafeCharge International Group Limited FTSE SmallCap (excl. investment trusts)
31 December 
2015
Total Shareholder Return (Rebased)
Approval
This Directors’ Remuneration Report, including both the policy and 
Annual Remuneration Report has been approved by the Board 
of Directors.
Signed on behalf of the Board of Directors.
Yours sincerely
Ed Warner
Chairman of the Remuneration Committee
             26 SafeCharge International Group Limited     Annual Report and Accounts 2015
The risks outlined below are those principal risks and uncertainties that are material to the Group. They do not include all the risks associated 
with Group activities.
Concentration of customers and customer sectors
Risk Mitigation
The	Group	currently	derives	approximately	37%	of	its	gross	profit	
from	its	top	five	customers	and	57%	of	its	gross	profit	from	two	
highly regulated business sectors.
The loss of a major customer or customer sector, due to changes 
in regulation, could result in a material loss of revenue for 
the Group.
•	 Effective	account	management	to	build	close	and	strong	
relationships with customers and a good understanding of the 
regulatory landscapes in which they operate.
• Continual development of technologies and products to meet 
customer needs.
•	 Diversification	of	customer	base	into	new	sectors	
and geographies.
Failure of a major customer
Risk Mitigation
The	failure	of	a	major	customer	could	result	in	significant
chargebacks being passed on to the Group.
• Thorough assessment of merchants prior to acceptance as a 
customer and ongoing routine monitoring of customer 
transaction patterns, chargeback ratios and general business and 
financial	performance.
• Holding appropriate levels of rolling reserves and collateral to 
mitigate potential risks.
Risk associated with acquisitions
Risk Mitigation
The Group has made a number of acquisitions and plans to make 
further acquisitions as part of its future strategy.
The attention required in managing acquisitions and subsequent 
integration of businesses may distract management’s attention 
away from the core business. There can be no guarantee that any 
acquired business can be integrated/correctly managed post-
acquisition and it may not deliver the expected synergies and/or
benefits	and	may	adversely	impact	shareholder	value.
• Taking a structured approach to identifying and assessing the 
value and risks associated with acquisition opportunities.
• Using multidisciplinary teams and expert help throughout the 
acquisition and integration processes.
• Retention of key management within acquired businesses.
Reliance on key personnel
Risk Mitigation
The Group’s future success depends to a large extent on the 
continued service of Executive Directors, senior managers and key 
personnel, the retention of whom cannot be guaranteed.
• Group management seeks to identify talent and to ensure 
that key personnel are appropriately rewarded and 
incentivised through a mixture of salary, annual bonus and 
long-term incentives.
Availability of banking relationships 
Risk Mitigation
The Group is reliant upon banking partners who provide bank 
accounts in multiple territories, which the Group uses in the 
day-to-day operations of its core businesses.
The loss of any key banking relationships could have a material 
impact	on	the	Group’s	operations	and	financial	performance.
• Maintenance of close working relationships with 
banking partners.
• Seeking new banking relationships and expansion of the network 
of banking relationships.
Cash management 
Risk Mitigation
The	Group	has	significant	cash	balances	and	is	therefore	exposed	
to counterparty credit risk.
• The Group holds its cash and cash equivalents in a number of 
highly-rated	banks	and	financial	institutions	to	mitigate	the	risk	of	
a default.  
Risks and Uncertainties 27 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
Changes in the taxation profile of the group 
Risk Mitigation
The Group operates within tax arrangements in the normal course 
of business in the jurisdictions in which it is established. Changes in 
taxation legislation and rates in any of these jurisdictions may 
impact	the	Group’s	net	earnings	and	cash	flows.
Impact	of	acquisitions	may	negatively	affect	the	tax	profile	of	the	Group.
• The Group works closely with its tax advisers to review its tax 
position on an ongoing and periodic basis and to monitor any 
changes in tax legislation.
• The Group will continue to take advice from tax advisers when 
assessing potential acquisitions.
Security, fraud, loss of data
Risk Mitigation
The Group provides services to merchants and their consumers, 
which	involve	ensuring	that	data	and	confidential	information	is	
transmitted and stored securely.
Ensuring customer data security and ongoing compliance with 
Payment	Card	Industry	(“PCI”)	standards	requires	significant	
expertise and capital expenditure. Fraudulent activity or security 
breaches in connection with maintaining data and the delivery of 
our products and services could lead to a loss of PCI accreditation 
and harm our reputation, business and operating results.
• The Group will continue to invest in IT security infrastructure, 
including data and communications encryption technologies for 
electronic information.
• The Group operates a number of automated monitoring tools 
and response procedures to identify and react to threats.
• The Group’s systems are PCI Level 1 approved and undergo 
continual periodic assessment by third-party security experts.
Business continuity and technology risks
Risk Mitigation
The Group provides many of its customers with guarantees that its 
services will operate with performance levels at or above 99.99%. 
The Group relies on the ongoing availability and uninterrupted 
operation of its transaction processing systems to meet these 
guarantees.
All operational systems are vulnerable to damage or interruption 
from targeted denial of service attacks, malicious attacks, viruses, 
natural or man-made disasters and human or technological failures.
• The Group’s systems operate from multiple datacentres and on 
an “active-active” basis, providing business recovery capabilities 
designed to prevent minimal disruption or loss of business in the 
event of a failure
• The Group adopts industry-standard protections to detect any 
intrusion or other security breaches, together with preventative 
measures safeguarding against sabotage, hacking, viruses and 
cybercrime.  The Group works continuously to improve the 
robustness and security of the Group’s information technology 
systems.
Competition and new technologies
Risk Mitigation
The Group operates in a highly competitive environment. 
Competitors may develop products and services that are superior 
to ours, leading the Group to lose customers, or that change the 
market thereby making the Group’s products and services obsolete.
• The Group is committed to the continued development of its 
technologies	and	product	offering.
• The Group’s strategy is, and will remain, to invest in payments 
technologies, complementary payment products and added value 
services, data centres and infrastructure along with integration to 
multiple	payment	methods	and	financial	institutions. 28 SafeCharge International Group Limited     Annual Report and Accounts 2015
Compliance with regulation
Risk Mitigation
Parts of the Group’s business are subject to Payment Card Industry 
Data	Security	Standards	(“PCI-DSS”),	which	are	regulated	by	the	
card schemes. The Group also has Payment Institute and electronic 
Money Institution status which it requires to operate certain 
existing and planned businesses.
Regulatory reform could increase the cost of the Group’s 
operations or deny access to certain territories in the provision of 
certain services. Non-compliance with law, regulation, privacy or 
information security laws could have serious implications in cost 
and reputational damage to the Group or lead to the loss of 
authority to conduct certain business.
• The Group’s risk, compliance and legal departments work closely 
with senior management to ensure compliance with regulation 
and industry standards and protect the Group’s regulatory and 
industry approvals.
Settlement risk
Risk Mitigation
As an acquiring bank and payment processor SafeCharge is 
required to remit the funds it receives from the card schemes to 
settle the transactions of its customers.  Failure to settle funds with 
customers in a timely manner would be a breach of its customer 
contracts. A breach of such contracts could have reputational, legal 
and	financial	consequences	for	the	Company.
• The Group’s bank accounts are monitored and reconciled against 
settlement reports on a frequent basis. Any errors or unexpected 
balances	identified	through	the	reconciliation	process	are	
corrected as soon as possible.
    
Risks and Uncertainties continued 29 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
Directors’ Responsibilities
The	Directors	have	elected	to	prepare	the	financial	statements	 
for the Company and the Group in accordance with International 
Financial	Reporting	Standards	(“IFRSs”)	as	adopted	by	the	 
European Union.
The Directors are responsible under applicable law and regulation 
for keeping proper accounting records which disclose with 
reasonable	accuracy	at	any	time	the	financial	position	of	the	Group,	
for safeguarding the assets and for taking reasonable steps for the 
prevention and detection of fraud and other irregularities.
International	Accounting	Standard	1	(revised)	requires	that	financial	
statements	present	fairly	for	each	financial	year	the	Group’s	financial	
position,	financial	performance	and	cash	flows.	This	requires	the	
faithful	representation	of	the	effects	of	transactions,	other	events	
and	conditions	in	accordance	with	the	definitions	and	recognition	
criteria for assets, liabilities, income and expenses set out in the 
International Accounting Standards Board’s ’Framework for the 
Preparation and Presentation of Financial Statements’. In virtually all 
circumstances, a fair presentation will be achieved by compliance 
with all applicable International Financial Reporting Standards. A fair 
presentation also requires the Directors to:
• select and apply appropriate accounting policies;
• present information, including accounting policies, in a manner 
that provides relevant, reliable, comparable and understandable 
information; and
•	 provide	additional	disclosures	when	compliance	with	the	specific	
requirements	in	IFRS	is	insufficient	to	enable	users	to	understand	
the impact of particular transactions, other events and conditions 
on	the	entity’s	financial	position	and	financial	performance.
All of the current Directors have taken all the steps that they ought 
to have taken to make themselves aware of any information 
needed by the Group’s auditors for the purposes of their audit and 
to establish that the auditors are aware of that information. The 
Directors are not aware of any relevant audit information of which 
the auditors are unaware.
In addition, the Directors at the date of this report consider that  
the	financial	statements	taken	as	a	whole,	are	fair,	balanced	and
understandable and provide the information necessary for 
shareholders to assess the Company’s performance, business model
and strategy.
The	financial	statements	are	published	on	the	Group’s	website.	The	
maintenance and integrity of the Group’s website is the responsibility 
of the Directors. The Directors’ responsibility also extends to the 
continued	integrity	of	the	financial	statements	contained	therein. 30 SafeCharge International Group Limited     Annual Report and Accounts 2015
Report of the Audit Committee
John Le Poidevin
Chairman of Audit Committee
Composition
The Audit Committee comprises three independent Non-executive 
Directors, myself as Chairman, with the other members being 
Ed Warner	and	Roger	Withers.	I	was	appointed	to	Chair	the	
Committee on my appointment to the Board in March 2014, having 
the	recent	relevant	financial	experience	required	to	fulfill	the	role	as	
a Fellow of the Institute of Chartered Accountants in England & 
Wales and having previously been a registered audit partner. The 
two other members of the Audit Committee have many years of 
relevant	financial	experience	and	have	both	served	on	many	other	
Audit Committees.
By	my	invitation	the	Chief	Financial	Officer	attended	all	meetings	of	
the Audit Committee during the year, including the meetings that 
considered the audited accounts and the interim statement, at which 
the	external	auditor,	BDO	LLP	(“BDO”)	was	also	present.	Other	
members	of	management,	including	the	Chief	Executive	Officer	and	
members	of	the	finance	team	have	been	invited	to	attend	
Committee meetings when relevant for them to do so. I and the 
other members of the Committee also meet the auditors without 
any Executive Directors being present and I met with BDO separately 
on several occasions to discuss matters, including the audit process.
During the year Audit Committee members visited a number of the 
Group’s	key	offices,	including	those	of	subsidiaries	acquired	during	
the year, and attended events that allowed us to interact with a 
number of members of management  below Board level. These 
meetings allowed me and my fellow Committee members to gain a 
deeper insight into areas relevant to the role of the Audit Committee.
Responsibilities
The Audit Committee’s primary function is to assist the Board in 
fulfilling	its	financial	oversight	responsibilities.	The	Board	is	required	
to establish formal and transparent arrangements for considering 
how	it	should	apply	required	financial	reporting	standards	and	
internal control principles. The Board is also responsible for 
maintaining appropriate independent relationships with the
Company’s external auditors, BDO.
As Chairman, my role is to ensure that the Audit Committee 
considers	and	approves	any	significant	issues	raised	in	relation	to	
the	financial	statements,	including	how	these	issues	were	addressed	
and	the	effectiveness	of	the	external	audit	process.	As	a	Committee	
we are also responsible for reviewing the appointment of the 
auditors and ensuring that objectivity and independence are 
safeguarded relative to non-audit services.
The primary responsibilities delegated to, and discharged by, the 
Committee include:
•	 monitoring	and	challenging	the	effectiveness	of	internal	control,	
risk management and associated functions;
• approving and amending Group accounting policies;
• reviewing and ensuring the integrity of interim and annual 
financial	statements	in	particular	the	actions	and	judgments	of	
management in relation thereto before submission to the Board;
• monitoring and approving the scope and costs of audit; and
•	 ensuring	audit	independence	and	pre-approving	any	significant	
non-audit services to be provided by the auditor.
Audit committee activities
In 2015, the Audit Committee met formally three times and all Audit 
Committee members were present. The Audit Committee has also 
met	once	during	the	2016	financial	year.	Our	Committee’s	work	
included	reviewing	the	final	and	interim	financial	statements	and	
matters raised by management and BDO. The matters reviewed 
included consideration of the key judgements applied in the 
preparation	of	the	consolidated	financial	statements,	as	described	in	
the relevant accounting policies and detailed in the notes to the
financial	statements.	I	set	out	below	the	significant	issues	considered	
by the Audit Committee in relation to the 2015 accounts, and how 
these were addressed:
Revenue recognition
The Audit Committee reviewed the recognition of income, including 
revenue recognition criteria for the subsidiary companies acquired 
during the year and an assessment of the control environment and 
the	operating	effectiveness	of	the	general	IT	controls	over	revenue	
recognition  to ensure that the approach adopted was appropriate 
and consistent. Following this review, I and the other members of the 
Committee concluded that the approach adopted in respect of 
revenue recognition is in line with International Financial Reporting 
Standards requirements.
Restructuring costs
The Audit Committee reviewed the adjustments to contingent 
consideration and contingent remuneration payable to the previous 
owners of SafeCharge Card Services, as well as legal and other 
expenses, and redundancy provisions to ensure that the approach 
adopted was appropriate.
Goodwill and intangible assets
During the year, the Audit Committee considered the judgements 
made in relation to the valuation methodology adopted by 
management to support the carrying value of other intangible assets, 
the investments made in subsidiaries and the development of
intangible assets, including adjustments to both the statement of 
financial	position	and	statement	of	comprehensive	income	made	as	
a result of the early settlement of the deferred and contingent terms 
with SafeCharge Card  Services’ founders.
The Committee considered the assumptions, estimates and 
judgements made by management to support the models that 
underpin the valuation of intangible assets in the statement of 
financial	position	and	were	satisfied	that	the	carrying	value	of	
investments, goodwill or other intangible assets was appropriate. 31 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
Taxation
Throughout the year the Audit Committee reviewed the overall tax 
management and strategy of the Group in light of the external and 
internal advice sought by management in order to ensure that 
sufficient	consideration	had	been	given	to	any	taxation	risks	facing	
an international Group such as SafeCharge and that the provision  
for	taxation	and	explanation	of	our	tax	position	within	the	financial	
statements was adequate and in accordance with IFRS. Particular 
consideration was given to transfer pricing studies previously carried 
out on behalf of the Group and whether there had been any change 
in the basis of operations in the relevant territories and the impact of 
acquisitions and new activities of the Group in various territories. The 
Committee also considered the tax advice sought by management in 
advance of the Company’s re-domicile to Guernsey.
Other matters that were considered by the Audit Committee during 
the year included:
•		 the	management	of	the	Group’s	cash	balances	(in	particular	the	
effectiveness	of	the	Group’s	treasury	management	and	hedging	
practices) and stability of the Group’s banking relationships;
•		 the	effectiveness	of	the	Group’s	system	of	internal	controls	and	
risk management; and
•  the results of management action plans to resolve any issues 
arising and the tracking of their resolution.
Internal control
At present the Group has no internal audit function, however, during 
the year certain of the Group’s operating subsidiaries, in particular its 
regulated entities, engaged third-party auditors other than BDO to 
perform reviews of those organisations’ centralised controls. The 
output of these work-streams was considered by the management 
of the subsidiaries and, in light of recommendations made by those 
auditors,	certain	actions	were	agreed	in	mitigation	of	identified	risks	
and to enhance existing processes.
Whilst the Group may consider the establishment of an internal audit 
function	at	some	point	in	the	future,	the	Board	has	confirmed	that	it	
will ensure that the Group’s key operating subsidiaries continue to use 
independent third parties to conduct reviews of centralised controls 
and where necessary that action will be taken to remedy any 
significant	failings	or	weaknesses	identified	from	any	such	reviews.
I would like to emphasise that these systems of internal control and 
audit are designed to ensure local legal and regulatory compliance 
and manage, rather than eliminate, the risk of failure to achieve 
business objectives and therefore only provide reasonable and not 
absolute assurance against material misstatement or loss.
Risk management
The Audit Committee continually reviews the Group’s approach and 
arrangements to deal with risk, including monitoring the processes 
that surround the maintenance of the Group’s risk register. The risk 
register is produced by senior management and aims to identify all 
key risks facing the Group, the owner of the risk and the actions 
taken to mitigate these risks.
Auditor’s independence
Each year the Audit Committee, on behalf of the Board, undertakes a 
formal assessment of the auditor’s independence. The work
undertaken in making this assessment includes:
• a review of non-audit-related services provided by BDO and 
related fees, together with a review of services carried out on 
behalf	of	the	Group	by	a	number	of	other	accounting	firms	during	
the period, including KPMG, Ernst & Young and a number of 
local firms;
• discussion with the auditor of all relationships with the Company 
and	any	other	parties	which	could	affect	independence	or	the	
perception of independence;
•	 a	review	of	independence	of	the	audit	firm	and	partners	and	staff	
involved in the audit, including the rotation of the audit partner;
•	 obtaining	written	confirmation	from	the	auditors	that	they	are	
independent; and
•	 during	the	year	the	auditors	undertook	certain	specific	pieces	of	
non-audit work, none of which exceeded the Group’s non-audit 
work threshold level. Details of the non-audit work are contained 
in	note	6	on	page	47	of	the	financial	statements.
The Audit Committee ’s formal assessment of independence has 
concluded that BDO LLP are independent. In order to maintain 
BDO’s independence and objectivity, BDO undertook its standard 
independence procedures in relation to those engagements.
I and the members of the Audit Committee will continue to assess 
the	effectiveness	and	independence	of	the	external	auditors.	In	
doing so, we will consider a formal tender process in accordance 
with the provisions of the UK corporate governance standards.
John Le Poidevin
Chairman of Audit Committee
10 March 2016 32 SafeCharge International Group Limited     Annual Report and Accounts 2015
Independent Auditor’s Report
To the Directors of SafeCharge International Group Limited
We	have	audited	the	financial	statements	of	SafeCharge	International	
Group Limited for the year ended 31 December 2015 which 
comprise the consolidated statement of comprehensive income, the 
consolidated	statement	of	financial	position,	the	consolidated	
statement	of	changes	in	equity	and	the	consolidated	cash	flow	
statement	and	the	related	notes.	The	financial	reporting	framework	
that has been applied in their preparation is International Financial 
Reporting	Standards	(“IFRSs”)	as	adopted	by	the	European	Union.
This report is made solely to the Company’s members, as a body  
in	accordance	with	Section	262	of	the	Companies	(Guernsey)	Law	
2008. Our audit work has been undertaken so that we might state 
to the Company’s Directors those matters we are required to state 
to them in an auditor’s report and for no other purpose. To the 
fullest extent permitted by law, we do not accept or assume 
responsibility to anyone other than the Company and the Company’s 
Directors as a body, for our audit work, for this report, or for the 
opinions we have formed. 
Respective responsibilities of Directors and auditors
As explained more fully in the statement of Directors’ responsibilities, 
the	Directors	are	responsible	for	the	preparation	of	the	financial	
statements	and	for	being	satisfied	that	they	give	a	true	and	fair	view.	
Our	responsibility	is	to	audit	and	express	an	opinion	on	the	financial	
statements in accordance with International Standards on Auditing 
(UK	and	Ireland).	Those	standards	require	us	to	comply	with	the	
Financial Reporting Council’s Ethical Standards for Auditors. 
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and 
disclosures	in	the	financial	statements	sufficient	to	give	reasonable	
assurance	that	the	financial	statements	are	free	from	material	
misstatement, whether caused by fraud or error. This includes an 
assessment of: whether the accounting policies are appropriate to 
the Company’s circumstances and have been consistently applied 
and	adequately	disclosed;	the	reasonableness	of	significant	
accounting estimates made by the Directors; and the overall 
presentation	of	the	financial	statements.	In	addition,	we	read	all	the	
financial	and	non-financial	information	in	the	report	of	the	Board	of	
Directors to identify material inconsistencies with the audited 
financial	statements	and	to	identify	any	information	that	is	
apparently materially incorrect based on, or materially inconsistent 
with, the knowledge acquired by us in the course of performing the 
audit. If we become aware of any apparent material misstatements 
or inconsistencies we consider the implications for our report. 
Opinion on financial statements
In	our	opinion	the	financial	statements:	
• give	a	true	and	fair	view	of	the	state	of	the	Company’s	affairs	as	at	
31	December	2015	and	of	its	profit	for	the	year	then	ended;	
• have been properly prepared in accordance with IFRSs as 
adopted by the European Union; and
• have been prepared in accordance with the requirements of 
Companies	(Guernsey)	Law,	2008.	
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where 
the	Companies	(Guernsey)	Law,	2008	requires	us	to	report	to	you	if,	
in our opinion:
• proper accounting records have not been kept by the Company,
• the	financial	statements	are	not	in	agreement	with	the	accounting	
records; or
• we have failed to obtain all the information and explanations 
which, to the best of our knowledge and belief, are necessary for 
the purposes of our audit.
BDO LLP
Chartered Accountants
London
United Kingdom
10 March 2016
BDO LLP is a limited liability partnership registered in England and 
Wales	(with	registered	number	OC305127). 33 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
Consolidated Statement of Comprehensive Income
Year ended 31 December 2015
Note
2015
US$000s
2014 
US$000s
Revenue 5 99,818 76,940
Cost of sales (42,168) (32,451)
Gross profit 57,650 44,489
Salaries and employee expenses (18,116) (13,875)
Share-based payments charge 18 (1,373) (1,428)
Depreciation and amortisation 11,12 (3,188) (1,185)
Premises and other costs (2,854) (1,736)
Other expenses (5,554) (4,195)
Costs in respect of IPO – (3,834)
Acquisition costs and contingent remuneration 25 (1,543) (422)
Restructuring costs 25 (2,860) –
Total operating costs (35,488) (26,675)
Adjusted EBITDA* 31,126 24,683
Depreciation and amortisation (3,188) (1,185)
Share-based payments charge (1,373) (1,428)
Costs in respect of IPO – (3,834)
Acquisition costs and contingent remuneration (1,543) (422)
Restructuring costs (2,860) –
Profit from operations 22,162 17,814
Finance income 7 771 213
Finance expense 7 (203) (1,732)
Profit before tax 22,730 16,295
Tax	income/(expense) 8 124 (1,860)
Profit after tax attributable to equity holders of the Parent 22,854 14,435
Other comprehensive income for the year
Items that will be reclassified subsequently to profit or loss when specific conditions are met:
Unrealised fair value adjustments of available-for-sale investments 17 7,718 –
Exchange	difference	arising	on	the	translation	and	consolidation	of	foreign	companies’	financial	
statements (1,901) (4)
Total comprehensive income for the year 28,671 14,431
Earnings per share for profit attributable to the owners of the Parent during the year
Basic	(cents) 9 15.10 10.44
Diluted	(cents) 9 14.79 10.37
*	 Adjusted	EBITDA	is	a	non-GAAP,	Company-specific	measure	which	is	earnings	excluding	interest,	taxes,	depreciation,	amortisation,	costs	incurred	in	respect	of	the	
Company’s	Initial	Public	Offering,	acquisition	costs	and	contingent	remuneration,	restructuring	costs	and	share-based	payments	charge.	Where	not	explicitly	mentioned,	
Adjusted EBITDA refers to Adjusted EBITDA from continuing operations.
The	notes	from	pages	37	to	58	form	an	integral	part	of	these	consolidated	financial	statements. 34 SafeCharge International Group Limited     Annual Report and Accounts 2015
Consolidated Statement of Financial Position
Year ended 31 December 2015
Note
31 
December 
2015
US$000s
31  
December 
2014
US$000s
Assets
Non-current assets
Property, plant and equipment 11 2,848 2,091
Intangible assets 12 31,023 5,686
Available-for-sale investments 17 18,610 –
Other receivables 15 1,036 1,072
Total non-current assets 53,517 8,849
Current assets
Trade and other receivables 14 12,383 5,751
Cash and cash equivalents 16 114,884 146,511
Total current assets 127,267 152,262
Assets classified as held for sale 17 1,384 –
Total assets 182,168 161,111
Equity
Share capital 18 15 15
Share premium 123,828 123,182
Capital reserve 19 622 622
Available-for-sale reserve 7,718 –
Translation reserve (806) 1,095
Share options reserve 2,221 960
Retained earnings 33,740 25,324
Total equity attributable to equity holders of Parent 167,338 151,198
Non-current liabilities
Provisions 20 243 115
Deferred tax liability 21 290 –
Contingent consideration 24 168 –
Total non-current liabilities 701 115
Current liabilities
Trade and other payables 22 12,345 7,706
Contingent consideration 24 202 –
Taxes payable 23 1,582 2,092
Total current liabilities 14,129 9,798
Total equity and liabilities 182,168 161,111
On	10	March	2016	the	Board	of	Directors	of	SafeCharge	International	Group	Limited	approved	and	authorised	these	consolidated	financial	
statements for issue and were signed on their behalf by:
David Avgi     Timothy Simon Mickley
Director      Director
The	notes	from	pages	37	to	58	form	an	integral	part	of	these	consolidated	financial	statements. 35 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
Consolidated Statement of Changes In Equity
Year ended 31 December 2015
Note
Share 
Capital
US$000s
Share 
Premium
US$000s
Capital 
Reserve
US$000s
Available-
for-sale 
Reserve
US$000s
Translation 
Reserve
US$000s
Share 
Options 
Reserve
US$000s
Retained 
Earnings
US$000s
Total Equity 
Attributable 
to Equity 
Holders of 
Parent
US$000s
Balance at 1 January 2014 10 – 622 – 1,099 5,101 10,099 16,931
Comprehensive income
Profit	for	the	year – – – – – – 14,435 14,435
Other comprehensive loss for the year – – – – (4) – – (4)
Total comprehensive income for the year – – – – (4) – 14,435 14,431
Contributions by and distributions to owners
Dividends 10 – – – – – – (4,779) (4,779)
Issuance of shares 18 5 126,069 – – – – – 126,074
Costs in respect of share issuance – (4,153) – – – – – (4,153)
Exercise of options * 1,266 – – – (5,569) 5,569 1,266
Share-based payments 18 – – – – – 1,428 – 1,428
Total contributions by and distributions 
to owners 5 123,182 – – – (4,141) 790 119,836
Balance at 31 December 2014 15 123,182 622 – 1,095 960 25,324 151,198
Comprehensive income
Profit for the year – – – – – – 22,854 22,854
Other	comprehensive	income/(loss)	for	the	year – – – 7,718 (1,901) – – 5,817
Total comprehensive income for the year – – – 7,718 (1,901) – 22,854 28,671
Contributions by and distributions to owners
Dividends 10 – – – – – – (14,550) (14,550)
Exercise of options * 646 – – – (112) 112 646
Share-based payments 18 – – – – – 1,373 – 1,373
Total contributions by and distributions 
to owners * 646 – – – 1,261 (14,438) (12,531)
Balance at 31 December 2015 15 123,828 622 7,718 (806) 2,221 33,740 167,338
* represents amount less than 1 thousand US$.
The	notes	contained	within	the	following	pages	37	to	58	form	an	integral	part	of	these	consolidated	financial	statements. 36 SafeCharge International Group Limited     Annual Report and Accounts 2015
Consolidated Statement of Cash Flows
Year ended 31 December 2015
Note
2015
US$000s
2014
US$000s
Cash flows from operating activities
Profit before tax 22,730 16,295
Adjustments for:
Depreciation of property, plant and equipment 11 1,316 702
Amortisation of intangible assets 12 1,872 483
Exchange	difference	arising	on	the	translation	of	non-current	assets	in	foreign	currencies 165 (4)
Charge to statement of comprehensive income for provisions 20 82 4
Finance income 7 (242) (213)
Share-based payments charge 18 1,373 1,428
Cash flows from operations before working capital changes 27,296 18,695
Decrease/(Increase)	in	trade	and	other	receivables 2,468 (69)
(Decrease)/Increase	in	trade	and	other	payables (491) 2,191
Cash flows from operations 29,273 20,817
Tax paid (1,588) (1,063)
Net cash flows from operating activities 27,685 19,754
Cash flows from investing activities
Payment for acquisition of intangible assets 12 (5,359) (2,119)
Payment for acquisition of property, plant and equipment 11 (1,774) (1,989)
Acquisition of available-for-sale investments 17 (12,276) –
Acquisition of subsidiary, net of cash acquired 25 (21,271) –
Loans granted 14 (5,000) –
Interest received 242 213
Proceeds from disposal of property, plant and equipment 30 –
Net cash flows used in investing activities (45,408) (3,895)
Cash flows from financing activities
Proceeds from issuance of shares – 126,074
Costs in respect of share issuance – (4,153)
Proceeds from exercise of stock options 646 1,266
Dividends paid 10 (14,550) (4,352)
Net cash flows (used in)/provided by financing activities (13,904) 118,835
(Decrease)/Increase in cash and cash equivalents (31,627) 134,694
Cash and cash equivalents at beginning of the year 146,511 11,817
Cash and cash equivalents at end of the year 16 114,884 146,511
Note
2015
US$000s
2014
US$000s
 Acquisition of subsidiaries, net of cash acquired
 Acquisition	of	SafeCharge	Card	Services	Limited	(formerly	named:	3V	Transaction	Services	Limited) 25(A) 13,780 –
 Acquisition	of	CreditGuard	Limited 25(B) 7,491 –
21,271 –
The	notes	from	pages	37	to	58	form	an	integral	part	of	these	consolidated	financial	statements. 37 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
Notes to the Consolidated Financial Statements
Year ended 31 December 2015
1. General information
SafeCharge	International	Group	Limited	(hereinafter	–	the	“Company”)	was	incorporated	in	British	Virgin	Islands	on	4	May	2006	as	a	private	
Company	with	limited	liability.	On	30	October	2015	the	Company	re-domiciled	to	Guernsey.	Its	registered	office	is	at	Dorey	Court,	Admiral	
Park,	St	Peter	Port,	Guernsey,	GY1	2HT.	The	principal	activities	of	the	Company	and	its	subsidiaries	(hereinafter	–	the	“Group”)	are	the	provision	
of payments services, technologies and risk management solutions for online and mobile businesses.
2. Accounting policies 
The	principal	accounting	policies	adopted	in	the	preparation	of	these	consolidated	financial	statements	are	set	out	below.	These	policies	have	
been	consistently	applied	by	the	Group	in	all	years	presented	in	these	consolidated	financial	statements.
Basis of preparation
These	consolidated	financial	statements	have	been	prepared	in	accordance	with	International	Financial	Reporting	Standards	(“IFRSs”)	as	
adopted by the European Union. 
The	Company	does	not	prepare	stand-alone	financial	statements,	as	Guernsey	law	does	not	require	it.	The	preparation	of	financial	statements	
in conformity with IFRSs requires the use of certain critical accounting estimates and requires management to exercise its judgment in the 
process	of	applying	the	Group’s	accounting	policies.	It	also	requires	the	use	of	assumptions	that	affect	the	reported	amounts	of	assets	and	
liabilities	and	disclosure	of	contingent	assets	and	liabilities	at	the	date	of	the	financial	statements	and	the	reported	amounts	of	revenues	and	
expenses during the reporting period. Although these estimates are based on management’s best knowledge of current events and actions, 
actual	results	may	ultimately	differ	from	those	estimates.	
Adoption of new and revised IFRSs
During	the	current	year	the	Group	adopted	all	the	new	and	revised	IFRSs	that	are	relevant	to	its	operations	and	are	effective	for	accounting	
periods beginning on 1 January 2015. 
(i) Standards and Interpretations adopted by the EU
Amendments
IFRS Interpretations Committee
• Annual Improvements to IFRSs 2010–2012 Cycle (effective for annual periods beginning on or after 1 February 2015).
• Annual Improvements to IFRSs 2011–2013 Cycle (effective for annual periods beginning on or after 1 January 2015).
A	number	of	new	standards,	amendments	to	standards	and	interpretations	are	effective	for	annual	periods	beginning	after	1	January	2016,	
and	have	not	been	applied	in	preparing	these	consolidated	financial	statements.	Those	which	may	be	relevant	to	the	Group	are	set	out	below.	
The Group does not plan to adopt these standards early. 
(ii) Standards and Interpretations not adopted by the EU
New standards
• IFRS 9 ‘’Financial Instruments’’ (effective for annual periods beginning on or after 1 January 2018).
• IFRS15 “Revenue from Contracts with Customers” (effective for annual periods beginning on or after 1 January 2018). 
• IFRS 16 “Leases” (effective for annual periods beginning on or after 1 January 2019).
Amendments
• Annual Improvements to IFRSs 2012–2014 Cycle (effective for annual periods beginning on or after 1 January 2016).
• Amendments to IAS 16 and IAS 38 – Clarification of Acceptable Methods of Depreciation and Amortisation (effective for annual periods beginning on 
or after 1 January 2016).
• Amendments to IAS 1 “Presentation of Financial Statements” (effective for annual periods beginning on or after 1 January 2016).
The	impact	of	these	standards	on	the	consolidated	financial	statements	of	the	Group	has	not	yet	been	fully	assessed	by	the	Board	of	
the Directors.	
Basis of consolidation
The	Group	consolidated	financial	statements	comprise	the	financial	statements	of	the	Parent	Company	Safecharge	International	Group	
Limited	and	the	financial	statements	of	the	subsidiaries	as	shown	in	note	13	of	the	consolidated	financial	statements.
Subsidiaries are considered to be controlled where the Group has the power to direct activities of the investee, as well as the exposure to 
variable	returns	from	the	subsidiary	and	the	power	to	affect	those	variable	returns.	Control	is	reassessed	whenever	facts	and	circumstances	
indicate that there may be a change in any of these elements of control. 38 SafeCharge International Group Limited     Annual Report and Accounts 2015
Notes to the Consolidated Financial Statements continued
Year ended 31 December 2015
2. Accounting policies continued
Basis of consolidation continued
Subsidiaries are consolidated from the date that the Group gains control and de-consolidated from the date that control is lost.
The	financial	statements	of	all	the	Group	companies	are	prepared	using	uniform	accounting	policies.	All	inter-company	transactions	and	
balances between Group companies have been eliminated during consolidation.
Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is 
measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities 
incurred by the Group and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are 
generally recognised in the statement of comprehensive income as incurred.
At	the	acquisition	date,	the	identifiable	assets	acquired	and	the	liabilities	assumed	are	recognised	at	their	fair	value	at	the	acquisition	date,	
except that:
• deferred	tax	assets	or	liabilities	and	liabilities	or	assets	related	to	employee	benefit	arrangements	are	recognised	and	measured	in	
accordance	with	IAS	12	Income	Taxes	and	IAS	19	Employee	Benefits	respectively;
• liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements 
of the	Group	entered	into	to	replace	share-based	payment	arrangements	of	the	acquiree	are	measured	in	accordance	with	IFRS	2	
Share-based Payment at the acquisition date; and
• assets	(or	disposal	groups)	that	are	classified	as	held	for	sale	in	accordance	with	IFRS	5	Non-current	Assets	Held	for	Sale	and	Discontinued	
Operations are measured in accordance with that Standard.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, 
and	the	fair	value	of	the	acquirer’s	previously	held	equity	interest	in	the	acquiree	(if	any)	over	the	net	of	the	acquisition-date	amounts	of	the	
identifiable	assets	acquired	and	the	liabilities	assumed.	If,	after	reassessment,	the	net	of	the	acquisition-date	amounts	of	the	identifiable	
assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the 
acquiree	and	the	fair	value	of	the	acquirer’s	previously	held	interest	in	the	acquiree	(if	any),	the	excess	is	recognised	immediately	in	the	
statement of comprehensive income as a bargain purchase gain.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in 
the event of liquidation may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the recognised 
amounts	of	the	acquiree’s	identifiable	net	assets.
When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent 
consideration arrangement, the contingent consideration is measured at its fair value at acquisition date and included as part of the 
consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement 
period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are 
adjustments	that	arise	from	additional	information	obtained	during	the	“measurement	period”	(which	cannot	exceed	one	year	from	the	
acquisition date) about facts and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period 
adjustments	depends	on	how	the	contingent	consideration	is	classified.	Contingent	consideration	that	is	classified	as	equity	is	not	remeasured	
at	subsequent	reporting	dates	and	its	subsequent	settlement	is	accounted	for	within	equity.	Contingent	consideration	that	is	classified	as	an	
asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and 
Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in the statement of comprehensive income.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the 
Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the 
measurement	period	(see	above),	or	additional	assets	or	liabilities	are	recognised,	to	reflect	new	information	obtained	about	facts	and	
circumstances	that	existed	at	the	acquisition	date	that,	if	known,	would	have	affected	the	amounts	recognised	at	that	date.
Goodwill
Goodwill	represents	the	excess	of	the	cost	of	an	acquisition	over	the	fair	value	of	the	Group’s	share	of	the	net	identifiable	assets	of	the	
acquired undertaking at the date of acquisition. Goodwill on acquisition of subsidiaries is included in intangible assets. 
Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an 
undertaking include the carrying amount of goodwill relating to the undertaking sold. Goodwill is allocated to cash-generating units for the 
purpose of impairment testing. 39 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
Revenue recognition
Revenue comprises the invoiced amount for the sale of products net of Value Added Tax, rebates and discounts. Revenues earned by the 
Group are recognised on the following bases:
Service revenues are generated from fees charged to merchants for payment processing and risk management services. Revenues are 
generated by transaction related charges billed as both a percentage based discount fee of the payment volumes processed and a fee per 
transaction. In addition to this volume-dependent sales revenue, service revenues are derived from a variety of services fees, such as fees for 
monthly minimum transaction fee requirements, set up fees, and fees for other miscellaneous services. Discount and other fees related to 
payment transactions are recognised at the time the merchant’s transactions are processed. Revenues are recognised gross, with any 
commission expenses paid to acquiring banks recognised as cost of sales. Revenues derived from service fees are recognised at the time the 
service is performed.
Finance income and finance expense
Finance	income	includes	interest	income	which	is	recognised	based	on	the	effective	interest	rate	basis.
Interest	expense	and	other	borrowing	costs	are	charged	to	the	statement	of	comprehensive	income	based	on	the	effective	interest	rate	basis.
Foreign currency 
The	individual	financial	statements	of	each	group	entity	are	presented	in	the	currency	of	the	primary	economic	environment	in	which	the	entity	
operates.	For	the	purpose	of	the	consolidated	financial	statements,	the	results	and	financial	position	of	each	entity	are	expressed	in	United	
States	dollars,	which	is	the	functional	currency	of	the	Company,	and	the	presentation	currency	for	the	consolidated	financial	statements.
In	preparing	the	financial	statements	of	the	individual	entities,	transactions	in	currencies	other	than	the	entity’s	functional	currency	(foreign	
currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary items 
denominated in foreign currencies are retranslated at the rates prevailing on the reporting date. Non-monetary items carried at fair value that 
are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary 
items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange	differences	arising	on	the	settlement	of	monetary	items,	and	on	the	retranslation	of	monetary	items,	are	included	in	the	statement	
of	comprehensive	income	for	the	period.	Exchange	differences	arising	on	the	retranslation	of	non-monetary	items	carried	at	fair	value	are	
included	in	the	statement	of	comprehensive	income	for	the	period	except	for	differences	arising	on	the	retranslation	of	non-monetary	items	
in respect of which gains and losses are recognised in other comprehensive income and then in equity. For such non-monetary items, any 
exchange component of that gain or loss is also recognised in other comprehensive income and then in equity.
For	the	purpose	of	presenting	consolidated	financial	statements,	the	assets	and	liabilities	of	the	Group’s	foreign	operations	are	expressed	in	
United States dollars using exchange rates prevailing on the reporting date. Income and expense items are translated at the average 
exchange	rates	for	the	period,	unless	exchange	rates	fluctuated	significantly	during	that	period,	in	which	case	the	exchange	rates	at	the	dates	
of the transactions are used. 
Exchange	differences	arising,	if	any,	are	classified	as	equity	and	transferred	to	the	Group’s	translation	reserve.	Such	translation	differences	are	
reclassified	from	other	comprehensive	income	to	profit	or	loss	in	the	period	in	which	the	foreign	operation	is	disposed	of.	
Tax
Income tax expense represents the current and deferred tax charges for the period.
Current tax liabilities and assets are measured at the amount expected to be paid to or recovered from the tax authorities, using the tax rates 
and laws that have been enacted, or substantively enacted, by the reporting date.
Deferred	tax	is	recognised	on	temporary	differences	arising	between	the	tax	bases	of	assets	and	liabilities	and	their	carrying	amounts	in	the	
financial	statements.	Currently	enacted	tax	rates	are	used	in	the	determination	of	deferred	tax.
Deferred	tax	assets	are	recognised	to	the	extent	that	it	is	probable	that	future	taxable	profit	will	be	available	against	which	the	temporary	
differences	can	be	utilised.
Deferred	tax	assets	and	liabilities	are	offset	when	there	is	a	legally	enforceable	right	to	set	off	current	tax	assets	against	current	tax	liabilities	
and	when	the	deferred	taxes	relate	to	the	same	fiscal	authority. 40 SafeCharge International Group Limited     Annual Report and Accounts 2015
2. Accounting policies continued
Dividends 
Dividends are recognised when they become legally payable. Interim dividends are recognised in equity in the period in which they are paid. In 
the	case	of	final	dividends,	this	is	when	approved	by	the	shareholders	at	the	Annual	General	Meeting.
Property, plant and equipment 
Property, plant and equipment are stated at historical cost less accumulated depreciation and any accumulated impairment losses.
Depreciation	is	calculated	on	the	straight-line	method	so	as	to	write	off	the	cost	of	each	asset	to	its	residual	value	over	its	estimated	useful	life.	
The annual depreciation rates used are as follows:
Useful economic life
Furniture,	fixtures	and	office	equipment 10 years
Leasehold improvements 10 years
Motor vehicles 5 years
Computer equipment 3 years
The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. 
Where the carrying amount of an asset is greater than its estimated recoverable amount, the asset is written down immediately to its 
recoverable amount. 
Expenditure for repairs and maintenance of property, plant and equipment is charged to the statement of comprehensive income of the year 
in which it is incurred. The cost of major renovations and other subsequent expenditure are included in the carrying amount of the asset 
when	it	is	probable	that	future	economic	benefits	in	excess	of	the	originally	assessed	standard	of	performance	of	the	existing	asset	will	flow	to	
the Group. Major renovations are depreciated over the remaining useful life of the related asset. 
An	item	of	property,	plant	and	equipment	is	derecognised	upon	disposal	or	when	no	future	economic	benefits	are	expected	to	arise	from	
the continued	use	of	the	asset.	Any	gain	or	loss	arising	on	the	disposal	or	retirement	of	an	item	of	property,	plant	and	equipment	is	
determined	as	the	difference	between	the	sales	proceeds	and	the	carrying	amount	of	the	asset	and	is	recognised	in	the	statement	of	
comprehensive income.
Intangible assets
Internally-generated intangible assets-research and development expenditure 
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from the Group’s e-business development is recognised only if all of the following conditions 
are met:
• an	asset	is	created	that	can	be	identified	(such	as	software	and	new	processes);
• it	is	probable	that	the	asset	created	will	generate	future	economic	benefits;	and
• the development cost of the asset can be measured reliably.
Internally-generated intangible assets are amortised on a straight-line basis over their estimated useful lives once the development is 
completed and the asset is in use. Where no internally-generated intangible asset can be recognised, development expenditure is charged to 
the statement of comprehensive income in the period in which it is incurred.
An	intangible	asset	is	derecognised	on	disposal,	or	when	no	future	economic	benefits	are	expected	from	use	or	disposal.	Gains	or	losses	
arising	from	derecognition	of	an	intangible	asset,	measured	as	the	difference	between	the	net	disposal	proceeds	and	the	carrying	amount	of	
the asset, are recognised in the statement of comprehensive income when the asset is derecognised.
Externally acquired intangible assets
Externally acquired intangible assets comprise of licences, internet domain names, IP technology and customer contracts which are stated at 
cost less accumulated amortisation. Where intangible assets are acquired as part of a business combination they are recorded initially at their 
fair value. Carrying amounts are reviewed on each reporting date for impairment. Where the carrying amount of an asset is greater than its 
estimated recoverable amount, it is written down to its recoverable amount.
Notes to the Consolidated Financial Statements continued
Year ended 31 December 2015 41 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
Costs	that	are	directly	associated	with	identifiable	and	unique	computer	software	products	and	internet	domain	names	controlled	by	the	
Group	and	that	will	probably	generate	economic	benefits	exceeding	costs	beyond	one	year	are	recognised	as	intangible	assets.	Subsequently	
computer software is carried at cost less any accumulated amortisation and any accumulated impairment losses. Expenditure which enhances 
or	extends	the	performance	of	computer	software	programmes	beyond	their	original	specifications	is	recognised	as	a	capital	improvement	
and added to the original cost of the computer software. Costs associated with maintenance of computer software programmes are 
recognised as an expense when incurred. Computer software costs are amortised using the straight-line method over their useful lives, not 
exceeding	a	period	of	five	years.	Amortisation	commences	when	the	computer	software	is	available	for	use	and	is	included	within	
administrative expenses.
An	intangible	asset	is	derecognised	on	disposal,	or	when	no	future	economic	benefits	are	expected	from	use	or	disposal.	Gains	or	losses	
arising	from	derecognition	of	an	intangible	asset,	measured	as	the	difference	between	the	net	disposal	proceeds	and	the	carrying	amount	of	
the asset, are recognised in the statement of comprehensive income when the asset is derecognised.
Amortisation
Amortisation	is	calculated	at	annual	rates	estimated	to	write	off	the	costs	of	the	assets	over	their	expected	useful	lives	and	is	charged	to	
operating expenses from the point the asset is brought into use. 
The principal annual rates used for this purpose, which are consistent with those of the previous years, are as follows:
Useful economic life
Domain names/Acquiring licences Indefinite life
Internally generated capitalised development costs 5 years
Other licences 1 year
Customer contracts and customer relationships 5–15 years
IP technology 5–10 years
Management	believes	that	the	useful	life	of	the	domain	names	and	acquiring	license	is	indefinite.	Domain	names	and	acquiring	license	are	
reviewed for impairment annually. 
Financial instruments
Financial	assets	and	financial	liabilities	are	recognised	in	the	Group’s	consolidated	statement	of	financial	position	when	the	Group	becomes	a	
party to the contractual provisions of the instrument.
Financial assets
(1)	Classification
The	Group	has	financial	assets	in	the	following	categories.	Management	determines	the	classification	of	financial	assets	at	initial	recognition.
• Loans and receivables
	 Loans	and	receivables	are	non-derivative	financial	assets	with	fixed	or	determinable	payments	that	are	not	quoted	in	an	active	market	and	
for which there is no intention of trading the receivable. They are included in current assets, except for maturities greater than twelve 
months	after	the	reporting	date.	These	are	classified	as	non-current	assets.	The	Group’s	loans	and	receivables	comprise	trade	and	other	
receivables	and	cash	and	cash	equivalents	in	the	consolidated	statement	of	financial	position.
•	 Available-for-sale	investments	and	assets	classified	as	held	for	sale
	 Investments	are	recognised	and	de-recognised	on	trade	date.	The	Group	manages	its	investments	with	a	view	to	profiting	from	the	receipt	
of investment income and capital appreciation from changes in the fair value of equity investments. Quoted investments are designated as 
available-for-sale	and	subsequently	carried	in	the	statement	of	financial	position	at	fair	value	with	unrealised	gain	or	loss	being	recognised	
in available-for-sale reserve within other comprehensive income. Fair value is measured using the closing bid price at the reporting date, 
where the investment is quoted on an active stock market. Unquoted investments are valued at the price of recent transaction if this is 
representative of fair value or using other valuation techniques based on unobservable inputs.
(2)	Recognition	and	measurement
Regular	purchases	and	sales	of	financial	assets	are	recognised	on	trade-date	which	is	the	date	on	which	the	Group	commits	to	purchase	or	
sell	the	asset.	Loans	and	receivables	are	carried	at	amortised	cost	using	the	effective	interest	rate	method.
Where	a	fall	in	the	value	of	an	investment	is	prolonged	or	significant,	it	is	considered	an	indication	of	impairment.	In	such	an	event,	the	
investment is written down to fair value and the amounts previously recognised in the consolidated statement of comprehensive income in 
respect of cumulative changes in fair value, are taken to the consolidated income statement as an impairment charge. 42 SafeCharge International Group Limited     Annual Report and Accounts 2015
2. Accounting policies continued
Financial instruments continued
Financial assets continued
Provision	for	specific	doubtful	debts	is	made	when	there	is	evidence	that	the	Group	may	not	be	able	to	recover	balances	in	full.	Balances	are	
written	off	when	the	receivable	amount	is	deemed	irrecoverable.
Available-for-sale	financial	assets	are	carried	at	fair	value	with	changes	in	fair	value	generally	recognised	in	other	comprehensive	income	and	
accumulated	in	the	available-for-sale	reserve.	In	accordance	with	IAS	39,	a	significant	or	prolonged	decline	in	the	fair	value	of	an	available-for-
sale	financial	asset	is	recognised	in	the	consolidated	statement	of	comprehensive	income.	Realised	gains	are	reclassified	from	other	
comprehensive	income	to	profit	or	loss	on	disposal	of	the	asset.	
Cash and cash equivalents
For	the	purpose	of	the	consolidated	cash	flow	statement,	cash	and	cash	equivalents	comprise	cash	at	bank	and	short-term	bank	deposits	with	
original maturities of three months or less.
Trade receivables
Trade	receivables	are	measured	at	initial	recognition	at	fair	value	and	are	subsequently	measured	at	amortised	cost	using	the	effective	
interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in the statement of comprehensive income 
when	there	is	objective	evidence	that	the	asset	is	impaired.	The	allowance	recognised	is	measured	as	the	difference	between	the	asset’s	
carrying	amount	and	the	present	value	of	estimated	future	cash	flows	discounted	at	the	effective	interest	rate	computed	at	initial	recognition.
Loans granted
Loans originated by the Group by providing money directly to the borrower are categorised as loans and are carried at amortised cost. 
Interest free advances are measured at the fair value of cash consideration given, discounted back to present value using a market rate of 
interest. All loans are recognised when cash is advanced to the borrower.
An allowance for loan impairment is established if there is objective evidence that the Group will not be able to collect all amounts due 
according	to	the	original	contractual	terms	of	loans.	The	amount	of	the	provision	is	the	difference	between	the	carrying	amount	and	the	
recoverable	amount,	being	the	present	value	of	expected	cash	flows	including	amounts	recoverable	from	guarantees	and	collateral,	
discounted	at	the	original	effective	interest	rate	of	loans.
Financial liabilities
The	Group	has	financial	liabilities	in	the	following	category:
• Trade payables 
 Trade payables and contingent consideration are initially measured at fair value and are subsequently measured at amortised cost, using 
the	effective	interest	rate	method.
• Contingent consideration
 Contingent consideration, resulting from business combinations, is recognised at fair value at the acquisition date as part of the business 
combination,	and	discounted	where	the	time	value	of	money	is	material.	When	the	contingent	consideration	meets	the	definition	of	a	
financial	liability,	it	is	subsequently	remeasured	to	fair	value	at	each	reporting	date	through	the	consolidated	statement	of	comprehensive	
income,	along	with	finance	charges	where	discounting	has	been	applied.
Derecognition of financial assets and liabilities 
Financial assets
A	financial	asset	(or,	where	applicable	a	part	of	a	financial	asset	or	part	of	a	group	of	similar	financial	assets)	is	derecognised	when:	
• the	rights	to	receive	cash	flows	from	the	asset	have	expired;
• the	Group	retains	the	right	to	receive	cash	flows	from	the	asset,	but	has	assumed	an	obligation	to	pay	them	in	full	without	material	delay	to	
a third party under a “pass through” arrangement; or
• the	Group	has	transferred	its	rights	to	receive	cash	flows	from	the	asset	and	either	(a)	has	transferred	substantially	all	the	risks	and	
rewards	of	the	asset,	or	(b)	has	neither	transferred	nor	retained	substantially	all	the	risks	and	rewards	of	the	asset,	but	has	transferred	
control of the asset.
Financial liabilities
A	financial	liability	is	derecognised	when	the	obligation	under	the	liability	is	discharged	or	cancelled	or	expires.
When	an	existing	financial	liability	is	replaced	by	another	from	the	same	lender	on	substantially	different	terms,	or	the	terms	of	an	existing	
liability	are	substantially	modified,	such	an	exchange	or	modification	is	treated	as	a	derecognition	of	the	original	liability	and	the	recognition	of	
a	new	liability,	and	the	difference	in	the	respective	carrying	amounts	is	recognised	in	the	statement	of	comprehensive	income.
Notes to the Consolidated Financial Statements continued
Year ended 31 December 2015 43 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
Impairment of non-financial assets 
Assets	that	have	an	indefinite	useful	life	are	not	subject	to	amortisation	and	are	tested	annually	for	impairment.	
Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate 
that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount 
exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the 
purposes	of	assessing	impairment,	assets	are	grouped	at	the	lowest	levels	for	which	there	are	separately	identifiable	cash	flows	
(cash-generating	units).
Share capital
Ordinary	Shares	are	classified	as	equity.	
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an 
outflow	of	resources	will	be	required	to	settle	the	obligation,	and	a	reliable	estimate	of	the	amount	can	be	made.	Where	the	Group	expects	a	
provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the 
reimbursement is virtually certain.
Share-based compensation
The Group operates equity-settled, share-based compensation plans, under which the entity receives services from employees as 
consideration	for	the	Company’s	equity	instruments	(options).	The	fair	value	of	the	employee	services	received	in	exchange	for	the	grant	of	
the options	is	recognised	as	an	expense.	The	total	amount	to	be	expensed	over	the	vesting	period	is	determined	by	reference	to	the	fair	
value of	the	options	granted,	excluding	the	impact	of	any	non-market	vesting	conditions	(for	example,	profitability	and	sales	growth	targets).	
Non-market vesting conditions are included in assumptions about the number of options that are expected to vest.
At each reporting date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the 
revision of original estimates, if any, in the statement of comprehensive income, with a corresponding adjustment to equity. The proceeds 
received	net	of	any	directly	attributable	transaction	costs	are	credited	to	share	capital	(nominal	value)	and	retained	earnings	when	the	options	
are exercised.
Clients’ deposits 
All money held on behalf of clients has been excluded from the balances of cash and cash equivalents and amounts due to clients, brokers 
and	other	counterparties.	Client	money	is	not	held	directly,	but	is	placed	on	deposit	in	segregated	bank	accounts	with	a	financial	institution.	
The amounts held on behalf of the clients’ at the reporting date are included in note 16. 
Other expenses
Other expenses charged in the consolidated statement of comprehensive income include marketing expenses, travel expenses, IT expenses 
and professional services.
Operating leases
Operating leases are recognised on a straight-line method over the life of the lease.
3. Financial risk management
Financial risk factors
The Group is exposed to interest rate risk, credit risk, liquidity risk, currency risk, operational risk, compliance risk and capital risk management 
arising	from	the	financial	instruments	it	holds.	The	main	risks	arising	from	Financial	Instruments	are:	Market	risk,	Credit	risk,	Liquidity	risk,	
Operational risk, Compliance risk and Capital risk management. Each of these risks is examined in detail below.
3.1 Market risk
Interest rate risk
Interest	rate	risk	is	the	risk	that	the	value	of	financial	instruments	will	fluctuate	due	to	changes	in	market	interest	rates.	The	Group’s	
management	monitors	the	interest	rate	fluctuations	on	a	continuous	basis	and	acts	accordingly.
The Group is exposed to interest rate risk to the extent that investment revenue earned on cash and cash equivalents is subject to 
fluctuations	in	interest	rates.	The	Group’s	exposure	to	interest	rate	risk	is	limited	as	investments	are	held	in	liquid	and	short-term	bank	
deposits.	A	sensitivity	analysis	has	been	performed	wherein	a	0.25%	change	in	deposit	interest	rates	offered	would	impact	the	profit	before	
tax	by	$150,000.	0.25%	has	been	used	as	a	benchmark	for	sensitivity	analysis	as	it	reflects	the	maximum	exposure	in	the	coming	year. 44 SafeCharge International Group Limited     Annual Report and Accounts 2015
3. Financial risk management continued
Financial risk factors continued
3.1 Market risk continued
Currency risk
Currency	risk	is	the	risk	that	the	value	of	financial	instruments	will	fluctuate	due	to	changes	in	foreign	exchange	rates.	Currency	risk	arises	
when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Group’s functional 
and presentation currency. The Group is exposed to foreign exchange risk arising from various currency exposures primarily with respect to 
the	United	States	dollars	(the	functional	and	presentation	currency),	the	euro,	the	United	Kingdom	pounds	and	the	New	Israeli	shekel.	The	
Group’s	management	monitors	the	exchange	rate	fluctuations	on	a	continuous	basis	and	acts	accordingly.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting date are 
as follows:
 Liabilities Assets
2015
US$000s
2014
US$000s
2015
US$000s
2014
US$000s
Euro 4,672 2,381 33,762 26,161
United Kingdom pounds 1,488 1,573 5,525 16,329
New Israeli shekel 3,630 3,760 2,079 8,866
Other 43 102 6,772 2,639
9,833 7,816 48,138 53,995
Sensitivity analysis
A	10%	strengthening	of	the	United	States	dollar	against	the	following	currencies	at	31	December	2015	would	have	increased/(decreased)	
equity	and	profit	or	loss	by	the	amounts	shown	below.	This	analysis	assumes	that	all	other	variables,	in	particular	interest	rates,	remain	
constant. For a 10% weakening of the United States dollar against the relevant currency, there would be an equal and opposite impact on the 
profit	and	other	equity.	10%	has	been	used	as	a	benchmark	for	the	sensitivity	analysis	as	it	reflects	the	expected	exposure	in	the	coming	year.	
Profit	or	loss
2015
US$000s
2014
US$000s
Euro (2,909) (2,378)
United Kingdom pounds (404) (1,476)
New Israeli shekel 155 (511)
Other (673) (254)
(3,831) (4,619)
3.2 Credit risk
Credit	risk	arises	when	a	failure	by	counterparties	to	discharge	their	obligations	could	reduce	the	amount	of	future	cash	inflows	from	financial	
assets	on	hand	at	the	reporting	date.	Cash	balances	are	held	with	high	credit	quality	financial	institutions	rated	“Baa1”	and	above	according	to	
Moody’s	Investors	Service’s	ratings,	and	the	Group	has	policies	to	limit	the	amount	of	credit	exposure	to	any	financial	institution.	As	of	
reporting	date	none	of	the	Group	financial	assets	were	impaired	or	past	due.
The Group has an established credit policy to ensure that it only transacts with counterparties that are able to meet satisfactory rating 
requirements. Counterparty limits are reviewed and set centrally by management. Management is responsible for ensuring that it remains 
within	these	limits	and	the	risk	function	monitors	and	reports	any	exceptions	to	the	policy.	In	individual	cases,	collateral	is	obtained	for	specific	
contractual relationships.
The	carrying	amount	of	financial	assets	represents	the	maximum	credit	exposure.	The	maximum	exposure	to	credit	risk	at	the	reporting	
date was:
2015
US$000s
2014
US$000s
Trade and other receivables 12,383 5,751
Cash and cash equivalents 114,884 146,511
Other non-current receivables 1,036 1,072
128,303 153,334
Notes to the Consolidated Financial Statements continued
Year ended 31 December 2015 45 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
3.3 Liquidity risk
Liquidity	risk	is	the	risk	that	the	Group	will	encounter	difficulty	in	meeting	obligations	associated	with	financial	liabilities	that	are	settled	by	
delivering	cash	or	another	financial	asset.	The	Group	has	procedures	with	the	object	of	minimising	losses	such	as	maintaining	sufficient	cash	
and other highly liquid current assets and by having available an adequate amount of committed credit facilities.
The	following	tables	detail	the	Group’s	remaining	contractual	maturity	for	its	financial	liabilities.	The	tables	have	been	drawn	up	based	on	the	
undiscounted	cash	flows	of	financial	liabilities	based	on	the	earliest	date	on	which	the	Group	can	be	required	to	pay.	The	table	includes	both	
interest	and	principal	cash	flows.
31 December 2015
Carrying
Amounts
US$000s
Contractual 
Cash Flows
US$000s
3 Months or 
Less
US$000s
Between 
3-12 Months
US$000s
Between 
1-5 Years
US$000s
More Than 
5 Years
US$000s
Trade and other payables 12,345 12,345 12,345 – – –
Contingent consideration 370 370 – 202 168 –
12,715 12,715 12,345 202 168 –
31 December 2014
Carrying
Amounts
US$000s
Contractual 
Cash Flows
US$000s
3 Months or 
Less
US$000s
Between 
3-12 Months
US$000s
Between 
1-5 Years
US$000s
More Than 
5 Years
US$000s
Trade and other payables 7,706 7,706 7,706 – – –
Contingent Consideration – – – – – –
7,706 7,706 7,706 – – –
3.4 Operational risk
Operational	risk	is	the	risk	that	derives	from	the	deficiencies	relating	to	the	Group’s	information	technology	and	control	systems	as	well	as	the	
risk of human error and natural disasters. The Group’s systems are evaluated, maintained and upgraded continuously.
3.5 Compliance risk
Compliance	risk	is	the	risk	of	financial	loss,	including	fines	and	other	penalties,	which	arises	from	non-compliance	with	laws	and	regulations	of	
the	state.	The	risk	is	limited	to	a	significant	extent	due	to	the	supervision	applied	by	the	Compliance	Officer,	as	well	as	by	the	monitoring	
controls applied by the Group.
3.6 Capital risk management
The Group meets its objectives of managing capital and ensuring that it will be able to continue as a going concern while maximising the 
return to shareholders through the optimisation of the debt and equity balance. The Group’s overall strategy remains unchanged from 
last year.
The Group considers its share capital and reserves to constitute its total capital. The Group’s policy in respect of capital risk management 
is to maintain	a	strong	capital	base	so	as	to	retain	investor	and	market	confidence.	The	Group	maintains	sufficient	cash	resources	to	meet	
its liabilities	as	and	when	they	fall	due,	taking	into	account	cash	forecasts.	Liquidity	risk	is	mitigated	by	the	high	levels	of	cash	balances	in	
the business.	
4. Critical accounting estimates and judgments 
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future 
events that are believed to be reasonable under the circumstances.
The	Group	makes	estimates	and	assumptions	concerning	the	future.	The	resulting	accounting	estimates	will,	by	definition,	seldom	equal	the	
related actual results. 
The	areas	requiring	the	use	of	estimates	and	critical	judgments	that	may	potentially	have	a	significant	impact	on	the	Group’s	earnings	and	
financial	position	are	impairment	of	goodwill,	share-based	payments,	determination	of	fair	value	of	intangible	assets	acquired	and	
determination of fair value of contingent consideration. 46 SafeCharge International Group Limited     Annual Report and Accounts 2015
4. Critical accounting estimates and judgments continued
• Impairment of goodwill 
Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units of the Group on which the 
goodwill	has	been	allocated.	The	value	in	use	calculation	requires	the	Group	to	estimate	the	future	cash	flows	expected	to	arise	from	the	
cash-generating	units	using	a	suitable	discount	rate	in	order	to	calculate	present	value	(see	note	12).
• Share-based payments 
The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at 
the date at which they are granted. Estimating fair value requires determining the most appropriate valuation model for a grant of equity 
instruments, which dependent on the terms and conditions of the grant. This also requires determining the most appropriate inputs to 
the valuation	model	including	the	expected	life	of	the	option,	volatility,	dividend	yield,	risk-free	rate	and	making	assumptions	about	them	
(see	note	18).
• Determination of fair value of intangible assets acquired  
The	fair	value	of	the	intangible	assets	acquired	is	based	on	the	discounted	cash	flows	expected	to	be	derived	from	the	use	of	the	asset.	
Further information in relation to the determination of fair value of intangible assets acquired is given in note 25.
• Determination of fair value of contingent consideration 
The	fair	value	of	contingent	consideration	is	based	on	the	probability	of	expected	cash	flow	outcomes	and	the	assessment	of	present	
values	using	appropriate	discount	rates	(see	note	24).	
5. Segmental analysis 
Management considers that the Group’s activity as a single source supplier of online payment technologies and services, risk management 
and	IT	solutions	constitutes	one	operating	and	reporting	segment,	as	defined	under	IFRS	8.
Geographical analysis of revenue
Analysis	of	revenue	by	geographical	region	is	made	according	to	the	jurisdiction	of	the	Group’s	direct	customer.	This	does	not	reflect	the	
region of the end users of the Group’s customers, whose locations are worldwide.
2015
US$000s
2014
US$000s
Europe 96,452 76,940
Rest of the World 3,366 –
99,818 76,940
During	the	year	ended	31	December	2015	there	were	no	(2014:	one)	customers	who	individually	accounted	for	more	than	10	per	cent	of	the	
total revenue of the Group. In 2014 revenue from this customer totalled US$11,810,000.
Geographical analysis of non-current assets
2015
US$000s
2014
US$000s
British Virgin Islands – 5,160
Guernsey 7,561 –
Ireland 9,223 –
Europe 26,705 2,556
Asia 9,596 703
North America 432 430
53,517 8,849
Notes to the Consolidated Financial Statements continued
Year ended 31 December 2015 47 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
6. Auditors’ remuneration
2015
US$000s
2014
US$000s
Audit services
Parent Company and Group audit 153 140
Audit of overseas subsidiaries 114 77
Non-audit services
Non-audit assurance services 62 565
Tax compliance 2 54
331 836
7. Finance income and expense 
2015
US$000s
2014
US$000s
Finance income
Interest received 242 213
Foreign	exchange	differences 529 –
771 213
Finance expense
Foreign	exchange	differences – (1,627)
Bank fees (203) (105)
(203) (1,732)
Net finance income/(expense) 568 (1,519)
8. Tax expense
2015
US$000s
2014
US$000s
Current tax:
Charge for the year 1,163 1,860
Deferred tax:
Credit for the year (1,287) –
Total tax (income)/charge in the income statement (124) 1,860
The	tax	charge	for	the	year	can	be	reconciled	to	accounting	profit	as	follows:
2015
US$000s
2014
US$000s
Profit	before	taxation 22,730 16,295
Tax	at	effective	rate	in	Guernsey/BVI – –
Higher rates of current income tax in overseas jurisdictions (124) 1,860
Total tax (income)/charge (124) 1,860
There	was	no	tax	effect	on	other	comprehensive	income	in	the	current	or	prior	year. 48 SafeCharge International Group Limited     Annual Report and Accounts 2015
9. Earnings per share
2015
US$ 
2014
US$ 
Basic	(cents) 15.10 10.44
Diluted	(cents) 14.79 10.37
2015
US$000s
2014
US$000s
Profit	after	tax	for	the	year 22,854 14,435
2015
Number
2014
Number
Denominator – basic
Weighted average number of equity shares 151,392,582 138,224,036
Denominator – diluted
Weighted average number of equity shares 151,392,582 138,224,036
Weighted average number of share options 3,122,231 933,852
Weighted average number of shares 154,514,813 139,157,888
10. Dividends 
2015
US$000s
2014
US$000s
Dividends 14,550 4,779
14,550 4,779
In	May	2015	the	Group	distributed	US$8,518,000,	5.28	US$	cents	per	share,	as	a	final	dividend	for	the	year	ended	31	December	2014.
In	October	2015	the	Group	distributed	US$6,032,000,	4.0	US$	cents	per	share	(2014:	US$4,779,000,	2.88	US$	cents	per	share)	as	an	
interim dividend.
11. Property, plant and equipment 
Leasehold 
Improvements
US$000s
Motor 
Vehicles
US$000s
Furniture, 
Fixtures and 
Office	
Equipment
US$000s
Computer 
Equipment
US$000s
Total
US$000s
Cost 
Balance at 1 January 2014 408 190 441 2,290 3,329
Additions 221 92 85 1,591 1,989
Disposals – (18) (1) – (19)
Balance at 31 December 2014 629 264 525 3,881 5,299
Additions 43 – 22 1,709 1,774
Additions through business acquisitions 16 – 150 320 486
Disposals (81) – – – (81)
Foreign exchange rate movement (31) (28) (59) (295) (413)
Balance at 31 December 2015 576 236 638 5,615 7,065
Depreciation 
Balance at 1 January 2014 308 145 199 1,873 2,525
Charge for the year 24 33 42 603 702
On disposals – (18) (1) – (19)
Balance at 31 December 2014 332 160 240 2,476 3,208
Charge for the year 40 39 75 1,162 1,316
On disposals (9) – – – (9)
Foreign exchange rate movement (20) (11) (27) (240) (298)
Balance at 31 December 2015 343 188 288 3,398 4,217
Net book amount
Balance at 31 December 2015 233 48 350 2,217 2,848
Balance at 31 December 2014 297 104 285 1,405 2,091
Notes to the Consolidated Financial Statements continued
Year ended 31 December 2015 49 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
12. Intangible assets
Goodwill
US$000s
Customer 
Contracts
US$000s
IP
Technology
US$000s
Domains 
and Licenses
US$000s
Development
US$000s
Total
US$000s
Cost
Balance at 1 January 2014 – – 607 1,678 485 2,770
Additions – 1,776 75 356 1,688 3,895
Balance at 31 December 2014 – 1,776 682 2,034 2,173 6,665
Assets acquired on business combinations 10,237 3,219 10,481 – – 23,937
Additions – – 224 88 5,003 5,315
Foreign exchange rate movement (787) (10) (1,209) – (37) (2,043)
Balance at 31 December 2015 9,450 4,985 10,178 2,122 7,139 33,874
Amortisation 
Balance at 1 January 2014 – – 496 – – 496
Amortisation for the year – 265 173 – 45 483
Balance at 31 December 2014 – 265 669 – 45 979
Amortisation for the year – 603 1,106 – 163 1,872
Balance at 31 December 2015 – 868 1,775 – 208 2,851
Net book amount
Balance at 31 December 2015 9,450 4,117 8,403 2,122 6,931 31,023
Balance at 31 December 2014 – 1,511 13 2,034 2,128 5,686
Goodwill represents the premium paid to acquire investments by the Group which were purchased in 2015.
Goodwill is measured at cost less any accumulated impairment losses.
On	10	March	2014	the	Company	acquired	the	assets	and	liabilities	of	GTS	Online	Solutions	Limited	(hereinafter	–	“GTS”).	GTS	operates	an	
online payment processing service and is controlled by a former Board member of the Company who resigned in 2013. Under the terms of 
the transaction, the Company acquired the business agreements of GTS with clients, as well as the intellectual property of GTS. The cash 
consideration for the acquisition by the Company was US$792,000. Furthermore, the Company assumed net liabilities of GTS in the amount of 
US$453,000 and waived a receivable balance from GTS in the amount of US$422,000. Total consideration amounting to US$1,667,000 has 
been attributed to customer contracts intangible assets. Additionally, a further acquisition of customer contracts for a separate business was 
completed in the period with consideration of US$109,000.
On	8	January	2015,	the	Group	acquired	100%	of	the	share	capital	of	3V	Transaction	Services	Limited	(which	later	changed	its	name	to	
SafeCharge Card Services Limited) for a consideration of US$14.6 million of which total consideration of US$9.9 million was paid in respect of 
IP technology, total consideration of US$0.4 million was paid in respect of customers’ contract and customers’ relationships and total 
consideration	of	US$6	million	was	paid	in	respect	of	goodwill	(see	note	25(A)).
On 9 January 2015, the Group acquired 100% of the share capital of CreditGuard Limited for an initial cash consideration of US$8 million of 
which total consideration of US$2.8 million was paid in respect of customers’ contracts and customers’ relationships, total consideration of 
US$0.6	million	was	paid	in	respect	of	IP	technology	and	total	consideration	of	US$4.3	million	was	paid	in	respect	of	goodwill	(see	note	25(B)).
The	Group	has	domain	names	and	licenses	with	an	indefinite	life	with	a	carrying	value	of	US$2,122,000	(2014:	US$2,034,000).	It	is	expected	
that	these	domain	names	and	licenses	with	indefinite	lives	will	be	held	for	an	indefinite	period	of	time	and	are	expected	to	generate	economic	
benefits. There	is	no	foreseeable	limit	on	the	period	of	time	over	which	domain	names	and	acquiring	licenses	are	expected	to	contribute	to	
the	cash	flows	of	the	Group.	Domain	names	and	licenses	with	an	indefinite	life	are	checked	for	impairments	at	each	reporting	date	or	more	
frequently if there are indicators that the carrying value is impaired. As of the reporting date no impairment was found. Management is 
committed	to	continue	to	provide	long-term	investment	into	these	assets	in	order	for	them	to	continue	to	provide	future	economic	benefits.	 50 SafeCharge International Group Limited     Annual Report and Accounts 2015
12. Intangible assets continued
Impairment tests of intangible assets
The recoverable amount of all intangible assets was determined based on value-in-use calculations by discounting the future pre-tax cash 
flows	generated	from	the	continuing	use	of	the	unit	and	was	based	on	the	following	key	assumptions.
Management determined these key assumptions by assessing current market conditions and through the utilisation of forward-looking 
external evidence:
The terminal value has been calculated assuming a long-term growth rate of 2% per annum in perpetuity, based on the Group’s view of 
long-term nominal growth, which does not exceed market expectations.
Cash	flow	projections	for	the	intangible	assets	derived	from	CreditGuard	Limited	business	combination	were	projected	based	on	financial	
budgets approved by management covering 2016 to 2022 based on the use of the economic life of the acquired assets. Revenue rates for 
2016 and onwards had an average growth of 8% per annum. A pre-tax discount rate of 13% was applied in determining the recoverable 
amount	of	the	intangible	assets.	The	discount	rate	was	estimated	based	on	an	industry	average	cost	of	capital	and	reflects	specific	risks	
relating to the relevant intangible assets.
Cash	flows	projections	for	the	intangible	assets	derived	from	SafeCharge	Card	Services	Limited	business	combination	were	projected	based	
on	financial	budgets	approved	by	management	covering	2016	to	2025	based	on	the	use	of	the	economic	life	of	the	acquired	assets.	Revenue	
rates for 2016 and onwards had an average growth of 58% per annum based on the early life stage of the products and the forecasted growth 
within their market. A pre-tax discount rate of 15% was applied in determining the recoverable amount of the intangible assets. The discount 
rate	was	estimated	based	on	an	industry	average	cost	of	capital	and	reflects	specific	risks	relating	to	the	relevant	intangible	assets.
Sensitivity analysis was performed on the key inputs, including growth rate and discount rates, the sensitivity on key inputs did not indicate any 
impairments. 
13. Subsidiaries 
The details of the Company’s subsidiaries as at 31 December 2015 are as follows:
Name Country of Incorporation Principal Activities
Holding
%
ELoad Solutions Limited British Virgin Islands Holding company 100
XT Commerce International Limited Cyprus Sales company 80
xt: Commerce GmbH Austria Sales company 80
SafeCharge Technologies Limited British Virgin Islands Sales company 100
SafeCharge	(Israel)	Limited Israel Development and support company 100
Webcharge Limited Israel Dormant 100
SafeCharge Limited Cyprus Payment Institution 100
SafeCharge	(UK)	Limited United Kingdom Marketing and support company 100
SafeCharge	(Bulgaria)	EOOD Bulgaria Development and support company 100
CreditGuard Limited Israel Sales, development and support company 100
SafeCharge Card Services Limited
(formerly	named	3V	Transaction	Services	Limited)
Ireland Sales, development and support company 100
SafeCharge Services Limited Cyprus Dormant 100
XT	Commerce	International	Limited	and	xt:Commerce	GmbH	are	both	loss	making	entities.	All	losses	of	these	entities	will	be	wholly	suffered	
by the Group and therefore none of these losses have been transferred to non-controlling interests and therefore separate disclosure in 
respect	of	NCI	has	not	been	presented	in	the	statement	of	comprehensive	income	or	statement	of	financial	position.
14. Trade and other receivables 
2015
US$000s
2014
US$000s
Trade receivables 4,340 4,213
Receivables	from	related	companies	(note	26) 391 603
Other receivables 2,652 935
Loans and advances 5,000 –
12,383 5,751
The fair values of trade and other receivables due within one year approximate to their carrying amounts as presented above.
The exposure of the Group to credit risk and impairment losses in relation to trade and other receivables is reported in note 3 of the 
consolidated	financial	statements.	As	of	reporting	date	none	of	the	items	in	trade	and	other	receivables	have	been	impaired	or	are	past	due.
Notes to the Consolidated Financial Statements continued
Year ended 31 December 2015 51 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
15. Other non-current receivables 
2015
US$000s
2014
US$000s
Deposits 1,036 1,072
Other non-current receivables represent deposits that are held as collateral by card schemes as part of the Group’s activities.
16. Cash and cash equivalents
Cash balances are analysed as follows:
2015
US$000s
2014
US$000s
Cash and cash equivalents 111,496 142,939
Bank deposits 3,388 3,572
114,884 146,511
The	Group	holds	cash	and	cash	equivalents	amounting	to	US$96,734,000	as	at	31	December	2015	(2014:	US$66,286,000)	on	behalf	of	clients.	
The amounts represent cash received on transactions processed by the Group which is then paid on to its clients. In substance, the Group’s 
management consider these transactions do not entitle the Group to an asset and have therefore not recorded the resulting asset or liability 
to	clients	in	its	statement	of	financial	position.
At	31	December	2015,	the	Group	had	contingent	liabilities	amounting	to	US$3,209,000	(2014:	US$3,387,000)	in	respect	of	guarantees	issued	
by	banks	on	behalf	of	a	subsidiary	in	favour	of	third	parties	in	the	ordinary	course	of	business. These	guarantees	are	secured	by	bank	deposits	
of that subsidiary of this amount. Termination of the deposit as at 31 December 2015 will not incur a penalty payable to the bank in respect of 
this deposit and accordingly it is treated as a cash equivalent.
Further	to	the	above,	the	Group	has	a	rent	bank	guarantee	of	US$158,000	(2014:	US$144,000)	and	a	credit	card	guarantee	of	US$21,000	
(2014:	US$41,000).
The	exposure	of	the	Group	to	credit	risk	in	relation	to	cash	and	cash	equivalents	is	reported	in	note	3	of	the	consolidated	financial statements.
17. Available-for-sale investments including classified as held for sale
Fair value hierarchy
The following asset types are carried at fair value after initial recognition.
The	Group	uses	the	following	hierarchy	for	determining	and	disclosing	the	fair	value	of	financial	assets	by	valuation	technique:
Level 1:	quoted	(unadjusted)	prices	in	active	markets	for	identical	assets,
Level 2:	other	techniques	where	all	inputs,	which	have	a	significant	effect	on	the	recorded	fair	value,	are	observable	either	directly	or	
indirectly; and 
Level 3:	techniques	where	inputs	which	have	a	significant	effect	on	the	recorded	fair	value	that	are	not	based	on	observable	market	data.	
Total
US$000s
Level 1
US$000s
Level 2
US$000s
Level 3
US$000s
Available-for-sale investments
At 31 December 2015 18,610 17,610 1,000 –
Available-for-sale investments classified as held for sale
At 31 December 2015 1,384 – – 1,384
Total at 31 December 2015 19,994 17,610 1,000 1,384
Total at 31 December 2014 – – – –
There	have	been	no	transfers	of	financial	instruments	between	levels	during	the	year. 52 SafeCharge International Group Limited     Annual Report and Accounts 2015
17. Available-for-sale investments including classified as held for sale continued
The	following	is	a	reconciliation	of	the	movement	in	the	Group	financial	assets	classified	at	Level	3	during	the	year:
2015
US$000s
2014
US$000s
Balance brought forward – –
Additions – –
Fair value movement recognised in the consolidated statement of comprehensive income 1,384 –
Fair value at 31 December 1,384 –
Assets	classified	as	held	for	sale	include	the	Group’s	shares	in	Visa	Europe	and	the	valuation	is	based	on	assessment	of	the	consideration	
entitled to the Group as part of the purchase of Visa Europe by Visa Inc in 2016. These are based on unobservable inputs due to a discount 
rate of 6% applied to market price of shares to be converted and estimated cash due to be received. The unrealised increase in valuation of 
US$1,384,000 is recorded as an available-for-sale reserve.
Sensitivity	analysis	has	been	performed	on	the	key	inputs	into	the	valuation,	being	the	discount	rate	and	the	future	cash	flows	and	resulted	in	
no	significant	difference	to	the	fair	values	recognised	that,	if	adjusted	for,	would	impact	the	profit	attributable	to	the	owners	of	the	Parent.	
The remaining available-for-sale investments are held at fair value and measured based on Level 1 and Level 2 inputs:
In April 2015, the Group invested US$1,000,000 in 2C2P, an unquoted business based in South East Asia. This was in exchange for 
approximately	2%	of	issued	share	capital.	2C2P	shares	are	unquoted.	This	investment	is	classified	as	Level	2	for	the	purposes	of	disclosure	in	
the fair value hierarchy as the valuation is based on observable market prices from recent transaction.
In	June	2015	the	Group	invested	US$11,276,000	(€10,084,500)	in	FinTech	Group	AG,	a	business	listed	on	the	Frankfurt	Stock	exchange,	for	a	
5%	equity	interest	as	part	of	a	strategic	partnership.	As	at	31	December	2015,	the	share	price	had	increased	from	cost	of	€12.45	to	€19.9,	with	
the unrealised increase in valuation of US$6,334,000 recorded as an available-for-sale reserve. As at 8 March 2016 the share price has 
reduced	to	€16.63,	representing	a	non-adjusting	event	after	the	reporting	period	of	US$2,817,000.
18. Share capital 
2015
Number of 
Shares
2015
US$000s
2014
Number of 
Shares 
2014
US$000s
Authorised
Ordinary Shares of US$0.0001 each unlimited 15 unlimited 15
Issued and fully paid
Balance at 1 January 151,209,141 15 100,000,000 10
Issue of shares – – 46,759,260 5
Exercise of options 374,857 (*) 4,449,881 (*)
Balance at 31 December 151,583,998 15 151,209,141 15
* represents amount less than 1 thousand US$.
By a resolution passed in a meeting of the Board of Directors on 20 March 2014 and a written resolution of the shareholders of the Company 
passed on 24 March 2014, it was resolved that the authorised share capital of the Company be altered to permit the Company to issue an 
unlimited number of Ordinary Shares and the Ordinary Shares of US$0.001 be each subdivided into 10 Ordinary Shares of US$0.0001 each. 
The Company operates an equity-settled share-based remuneration scheme for employees, Executive Directors and certain senior 
management.	The	only	vesting	condition	being	that	the	individual	remains	an	employee	of	the	Group	over	an	agreed	period	(vesting	period).	
The options include no other performance conditions.
Notes to the Consolidated Financial Statements continued
Year ended 31 December 2015 53 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
The movement in share options was as follows:
2015
Weighted 
Average
 Exercise 
Price
US$
2015
Number
2014
Weighted 
Average 
Exercise 
Price
US$
2014
Number
Outstanding at the beginning of the year 2.93 10,421,637 0.48 5,530,830
Granted during the year 3.81 660,000 3.11 9,370,370
Forfeited during the year 3.57 (260,388) 1.00 (29,682)
Exercised during the year 1.88 (374,857) 0.28 (4,449,881)
Outstanding at the end of the year 3.01 10,446,392 2.93 10,421,637
The	weighted	average	remaining	contractual	life	of	share	options	outstanding	at	31	December	2015	is	8.37	years	(2014:	9.29	years).	The	
exercise	price	of	the	options	outstanding	at	31	December	2015	ranged	between	US$1	and	US$3.88	(2014:	US$1	and	US$3.65).	The	maximum	
term of the options granted is 10 years. 
Of	the	total	number	of	options	outstanding	at	31	December	2015,	3,725,939	with	a	weighted	average	exercise	price	of	US$2.75	(2014:	
974,362 with weighted average price of US$1.34) had vested and were exercisable. 
The	share-based	payment	charge	in	the	statement	of	comprehensive	income	amounts	to	US$1,373,000	(2014:	US$1,428,000).
The total value of share options granted is calculated using the Black-Scholes model. The fair value determined at the grant date is expensed 
over the vesting period of the options. The calculation is based on:
2015 2014
Expected volatility 18%-25% 18%
Weighted average exercise price US$3.01 US$2.93
Risk-free interest rate ranging 0.25%–0.665% 0.25%–0.605%
Contractual life 10 years 10 years
Dividend growth rate 3% 3%
The expected volatility of the options is based on the implied volatility from exchange traded options of the Company’s shares, the historical 
volatility of the share price over the most recent that corresponds with the expected life of the option, and the historical or implied volatility of 
similar entities. The expected life of the option is based on the maturity date and is not necessarily indicative of the exercise pattern that may 
occur. The options include a service condition as the individuals participating in the plan must be employed by the Company for a certain 
period of time in order to earn the right to exercise the share options. During 2014, the Company’s shares were listed on the AIM of the 
London	Stock	Exchange.	Therefore,	the	Group	updated	the	expected	volatility	to	25%	(2014:	18%)	based	on	the	stock	prices	of	the	Company	
and other comparable companies. A sensitivity analysis has been performed based on other comparable companies wherein a 3% change in 
the	expected	volatility	during	2015	would	impact	the	statement	of	comprehensive	income	by	US$14,000	(2014:	US$154,000).	As	of	reporting	
date	the	movement	of	the	volatility	is	not	expected	to	have	a	significant	impact	on	the	share	options	valuation,	and	the	share	options	valuation	
will be reassessed at each reporting date.
19. Reserves
The following describes the nature and purpose of each reserve within owner’s equity:
Share premium
Related to the issuance of shares at a premium. 
Capital reserve
Relates to capital introduced by shareholders for assets contributed to the Group for no consideration and without the issue of shares.
Share options reserve
The reserve was created to record the cumulative amount recognised in respect of share-based payments.
Translation reserve
Exchange	differences	relating	to	the	translation	of	the	net	assets	of	the	Group’s	foreign	operations	from	their	functional	currencies	to	the	
Group’s	presentation	currency	(i.e.	United	States	dollars)	are	recognised	directly	in	other	comprehensive	income	and	accumulated	in	the	
foreign	currency	translation	reserve.	Exchange	differences	previously	accumulated	in	the	foreign	currency	translation	reserve	are	reclassified	
to the statement of comprehensive income on the disposal or partial disposal of the foreign operation. 54 SafeCharge International Group Limited     Annual Report and Accounts 2015
19. Reserves continued
Available-for-sale reserve
The	available-for-sale	reserve	represents	the	movement	in	fair	value	of	the	Group’s	holdings	in	investments	classified	as	available-for-sale.
Retained earnings reserve
The retained earnings reserve comprises:
• results recognised through the consolidated and Company income statement;
• dividends paid to equity shareholders; and
• transactions relating to share-based payments.
20. Provisions for other liabilities and charges 
Severance Pay
US$000s
Balance at 1 January 2014 111
Charged to statement of comprehensive income 4
Balance at 31 December 2014 115
Arising on business combination 46
Charged to statement of comprehensive income 82
Balance at 31 December 2015 243
21. Deferred tax liability
2015
US$000s
2014
US$000s
Balance at the beginning of the year – –
Arising on business combination 1,585 –
Recognised in statement of comprehensive income (1,287) –
Foreign currency revaluation impact (8) –
290 –
At	the	reporting	date,	the	Group	has,	in	respect	of	losses	from	subsidiaries	and	other	temporary	differences,	a	deferred	tax	asset	which	has	
not	been	recognised	of	US$2,789,000	(2014:	US$400,000).	The	asset	has	not	been	recognised	as	the	timing	of	its	realisation	remains	
uncertain	or	its	use	is	dependent	on	the	existence	of	future	taxable	profits	against	which	the	tax	losses	and	other	temporary	differences	can	
be utilised. 
During 2015 the Group recognised a deferred tax asset in respect of losses from subsidiaries acquired on business combinations in the 
amount	of	US$1.3	million	(2014:	nil).
During the reporting period there was no tax charged or credited directly to equity.
There were no changes in the tax rates charged during 2014 and 2015.
22. Trade and other payables 
2015
US$000s
2014
US$000s
Trade payables 1,721 708
Other payables 10,534 6,998
Payables	to	related	parties	(note	26) 90 –
12,345 7,706
The fair values of trade and other payables due within one year approximate to their carrying amounts as presented above.
Notes to the Consolidated Financial Statements continued
Year ended 31 December 2015 55 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
23. Taxes payable 
2015
US$000s
2014
US$000s
Income tax and other taxes 1,582 2,092
1,582 2,092
24. Contingent consideration
Contingent	consideration	relates	to	acquisitions	that	took	place	during	the	year	(see	note	25).
Details of the determination of Level 3 fair value measurements are set out below.
Contingent consideration arrangements:
2015
US$000s
2014
US$000s
At 1 January – –
Arising from business combination 1,246 –
Contingent remuneration 1,344 –
Foreign exchange rate movement (153) –
Amounts paid (2,067) –
At 31 December 370 –
All amounts potentially payable are based on performance measures and contingent remuneration. In January 2015, the Group acquired 
SafeCharge	Card	Services	Limited	and	CreditGuard	Limited	(see	note	25	for	further	details).	The	amounts	due	for	the	acquisition	included	
contingent	consideration	and	contingent	remuneration.	The	contingent	consideration	was	payable	over	one	year	if	specified	performance	
measures are achieved. The contingent remuneration is recognised over the period when services are provided.
The fair value is determined considering the expected payment, discounted to present value using a risk-adjusted discount rate of 5%. The 
expected payments are determined by considering the possible performance criteria, the amount to be paid under each scenario, and the 
probability	of	each	scenario.	The	significant	unobservable	inputs	are	the	forecast	performance	criteria	and	the	risk-adjusted	discount	rate.	The	
estimated fair value would increase if the forecast performance criteria rate was higher or the risk-adjusted discount rate was lower. 
Sensitivity analysis was performed on the key inputs including the discount rate and probabilities applied. Changes in key inputs did not give 
rise to material impact.
Contingent remuneration of US$1,344,000 has been charged to acquisition costs in the statement of comprehensive income.
Further disclosure on contingent consideration is disclosed in note 25. 56 SafeCharge International Group Limited     Annual Report and Accounts 2015
25. Acquisitions during the year
A. Acquisition of 3V Transaction Services Limited
On	8	January	2015,	the	Group	acquired	100%	of	the	share	capital	of	3V	Transaction	Services	Limited	(which	later	changed	its	name	to	
SafeCharge	Card	Services	Limited)	for	a	consideration	of	US$15.7	million	(€14.5	million),	of	which	US$13.8	million	(€11.6	million)	was	paid	on	
completion.	In	2016	the	Group	finalised	the	agreement	of	net	assets	at	completion	and	will	receive	a	refund	of	€1	million	as	a	working	capital	
adjustment. Accordingly consideration and goodwill have been reduced by US$1.1 million as at 31 December 2015. Safecharge Card Services 
Limited is a technology provider which specialises in tools for issuing, processing and management of pre-paid card programmes.
The purchase price allocation set forth below represents the allocation of the fair value of assets acquired:
Book Value 
Prior to 
Acquisition
US$000s
Adjustments
US$000s
Fair Value 
on 
Acquisition
US$000s
Cash and cash equivalents 701 – 701
Trade receivables 2,078 – 2,078
Property, plant and equipment 300 – 300
Deferred tax liability – (1,301) (1,301)
Intangible assets – 10,408 10,408
Other payables (3,467) – (3,467)
Net	identified	assets (388) 9,107 8,719
Fair value of consideration:
Cash 13,388
Contingent consideration 1,246
Total consideration 14,634
Goodwill 5,915
Net	cash	outflow	on	acquisition	of	business:
Initial consideration 14,481
Cash acquired on acquisition (701)
Net	cash	outflow	on	acquisition 13,780
The	main	factor	leading	to	the	recognition	of	goodwill	is	the	future	expected	revenues	and	the	expected	economic	benefit	from	the	business	
synergies. Goodwill recognised is not deductible for tax purposes.
The fair value and gross contractual amounts receivable of trade receivables is equivalent to their book value upon acquisition and all amounts 
were expected to be collected.
Management	has	not	disclosed	the	contribution	of	SafeCharge	Card	Services	Limited	to	the	Group	revenue	and	profit	since	the	acquisition,	
nor	the	impact	that	the	acquisition	would	have	had	on	the	Group’s	revenue	and	profits	if	it	had	occurred	at	the	beginning	of	the	period,	due	to	
the	fact	that	the	amounts	are	not	significant	to	the	Group.
In the second half of 2015 the Group implemented a restructuring plan in SafeCharge Card Services Limited and incurred restructuring costs 
of	US$2.9	million	(including	costs	relating	to	early	settlement	of	deferred	terms	with	3V	Transaction	Services’	founders,	professional	services	
and legal costs) recognised in 2015 consolidated statement of comprehensive income.
In	addition	to	cash	paid	on	acquisition,	a	further	amount	of	€2.9	million	was	originally	payable	over	the	following	three	years	to	certain	key	
individuals in their capacity of now being employees of the Group and was dependent on their continued employment. Therefore, as 
required by	IFRS	3,	this	was	being	charged	to	consolidated	statement	of	comprehensive	income	and	not	included	as	consideration	for	the	
purpose of the business combination. US$974,000 was charged to acquisition costs for the year in relation to contingent remuneration. In the 
second	half	of	2015	the	Group	made	a	payment	of	€2	million	in	full	settlement	of	the	contingent	remuneration	and	contingent	consideration	
(see	note	24).
A	deferred	tax	asset	of	US$1.3	million	was	recognised	on	acquisition	related	to	tax	losses	brought	forward	(upon	which	no	asset	was	
previously	recognised)	which	has	been	set	against	an equivalent	deferred	tax	liability	on	intangible	assets	arising	on	acquisition,	included	
within	tax	payable	(see	note	21).
Notes to the Consolidated Financial Statements continued
Year ended 31 December 2015 57 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
B. Acquisition of CreditGuard Limited
On 9 January 2015, the Group acquired 100% of the share capital of CreditGuard Limited for an initial cash consideration of US$8 million and 
contingent	consideration	capped	at	US$0.4	million	(not	recognised	during	the	reporting	period).	CreditGuard	Limited	is	a	payment	service	
provider for a wide range of businesses.
Book Value 
Prior to 
Acquisition
US$000s
Adjustments
US$000s
Fair Value 
on 
Acquisition
US$000s
Cash and cash equivalents 210 – 210
Trade receivables 849 – 849
Deferred tax asset 374 – 374
Deferred tax liability – (658) (658)
Intangible assets – 3,292 3,292
Property, plant and equipment 186 – 186
Other payables (828) – (828)
Long-term payables (46) – (46)
Net	identified	assets 745 2,634 3,379
Fair value of consideration:
Cash 7,701
Goodwill 4,322
Net	cash	outflow	on	acquisition	of	business:
Initial consideration 7,701
Cash acquired on acquisition (210)
Net	cash	outflow	on	acquisition 7,491
The	main	factor	leading	to	the	recognition	of	goodwill	is	the	future	expected	revenues	and	the	expected	economic	benefit	from	the	business	
synergies. Goodwill recognised is not deductible for tax purposes.
Management	has	not	disclosed	the	contribution	of	CreditGuard	Limited	to	the	Group	revenue	and	profit	since	the	acquisition,	nor	the	impact	
that	the	acquisition	would	have	had	on	the	Group’s	revenue	and	profits	if	it	had	occurred	at	the	beginning	of	the	reporting	period,	due	to	the	
fact	that	the	amounts	are	not	significant	to	the	Group.
The fair value and gross contractual amounts receivable of trade receivables is equivalent to their book value upon acquisition. All amounts 
were expected to be collected.
In addition to cash paid on acquisition, a further amount of US$0.6 million was originally payable over the following three years to certain key 
individuals in their capacity of now being employees of the Group and was dependent on their continued employment. Therefore, as required 
by IFRS 3, this was being charged to consolidated statement of comprehensive income and not included as consideration for the purpose of 
the business combination. US$370,000 has been charged to acquisition costs in relation to contingent remuneration for the year.
26. Related-party transactions 
The Company is controlled by Northenstar Investments Limited, the immediate Parent Company, which is incorporated in the British Virgin 
Islands.	The	ultimate	Parent	Company	and	controlling	party	is	the	Goodfidelity	Trust,	established	under	the	laws	of	the	Isle	of	Man.	Mr.	Teddy	
Sagi	is	the	sole	ultimate	beneficiary	of	the	Goodfidelity	Trust.
The following transactions were carried out with related parties:
26.1 Related-party transactions
2015
US$000s
2014
US$000s
Salaries, consultancy fees and bonuses to Directors before IPO – (224)
Salaries, consultancy fees and bonuses to Directors since IPO (2,012) (2,225)
Services received from related party by virtue of common control (154) (56)
Revenue from services provided to companies related by virtue of common control 11,380 6,882
Share-based payments expense related to Executive Directors (676) (429)
8,538 3,948 58 SafeCharge International Group Limited     Annual Report and Accounts 2015
26. Related-party transactions continued
26.1 Related-party transactions continued
The	details	of	key	management	compensation	(being	the	remuneration	of	the	Executive	and	Non-executive	Directors)	are	set	out	below:
Directors’ Compensation
2015
US$000s
2014
US$000s
Short-term	benefits	and	bonuses	of	Directors	before	IPO – 224
Short-term	benefits	of	Directors	since	IPO 1,185 765
Share-based	benefits	of	Executive	Directors 676 429
Bonuses to Executive Directors since IPO 827 1,460
2,688 2,878
26.2 Receivables from related parties (note 14) 
Name Nature of Transactions
2015
US$000s
2014
US$000s
Related party by virtue of common control Provision of consulting services 391 603
391 603
26.3 Payables to related parties (note 22)
Name Nature of Transactions
2015
US$000s
2014
US$000s
Related party by virtue of common control Trade payable 90 –
90 –
26.4 Client monies held on behalf of related parties 
Name Nature of Transactions
2015
US$000s
2014
US$000s
Related parties by virtue of common control Trade payable to clients 8,691 5,561
8,691 5,561
The	above	balances	are	not	recognised	in	the	statement	of	financial	position	since	they	relate	to	client	monies	held	on	their	behalf.
All related-party transactions conducted on an arm’s-length term and on a normal commercial basis.
Amounts disclosed above as related-party transactions by virtue of common control include transactions with companies with a common 
significant	shareholder.
27. Contingent liabilities 
The	Group	had	guarantees	as	at	31	December	2015	and	31	December	2014	(see	note	16).	The	Group	had	no	other	contingent	liabilities.
28. Commitments
Operating lease commitments 
The Group has entered into operating leases with future aggregate minimum lease payments under non-cancellable operating leases of 
US$1,428,000	(2014:	US$1,078,000)	due	in	less	than	one	year	and	US$3,115,000	(2014:	US$714,000)	due	between	one	and	five	years.	
29. Events after the reporting period 
There were no other material events after the reporting period which have a bearing on the understanding of the consolidated 
financial statements.
Notes to the Consolidated Financial Statements continued
Year ended 31 December 2015 59 SafeCharge International Group Limited     Annual Report and Accounts 2015
Financial Statements Strategic Report Corporate Governance
Notes 60 SafeCharge International Group Limited     Annual Report and Accounts 2015
Notes  SafeCharge International Group Limited
Annual Report and Accounts 2015
SafeCharge International Group Limited Annual Report and Accounts 2015