TSX Venture Exchange: FGD
Frankfurt Stock Exchange: 1G5
TORONTO, April 17, 2018 /CNW/ - First Global Data Limited
("First Global" or the "Company") would like to provide an update
on various matters and expects that its common shares will resume
trading on the TSX Venture Exchange on Tuesday April 17, 2018.
Board Resignations and Audit Committee Reconstitution
The Company announces that Peter
Lacey, who had served on the Company's Board of Directors
(the "Board") and as chair of the Board's audit committee ("Audit
Committee") since November 2017, and
Douglas Smith, have tendered their
resignation to the Company. Both Mr. Lacey and Mr. Smith cited
personal reasons requiring their immediate attention that no longer
allow them to dedicate the time and attention necessary for First
Global. The remaining members of the Board and the Company thank
Mr. Lacey and Mr. Smith for their service and wish them every
success with future endeavours.
With the resignation of Mr. Lacey, the Audit Committee will be
reconstituted to include Ray Wieler,
as interim chair, along with Kevin
Price and Naresh Singh. The
Board is currently comprised of Ray
Wieler, Kevin Price,
Naresh Singh and Andre Itwaru.
Special Committee Formation
The Company announces that the Board has appointed a special
committee of directors (the "Special Committee") to advise with
respect to a potential revenue recognition issue.
In the process of preparing its financial statements for the
fiscal year ended December 31, 2017
(the "Financial Statements"), the Company has discovered that a
material number of software license agreements (the "Agreements")
entered into between the Company and various arm's length third
parties may have revenue recognition issues and, as a result, a
material amount of revenue may not be recognizable on the Company's
Financial Statements. As a result, the Company anticipates a delay
in filing its audited Financial Statements (including its related
management's discussion and analysis), and is conducting an
internal review. The Special Committee will be dealing directly
with special advisors that will be engaged to seek a resolution of
the issue and to improve the Company's internal controls and
financial reporting practices going forward.
The members of the Special Committee are Ray Wieler, as Chair, and Kevin Price and they will be assisted by
Chairman and CEO Andre Itwaru. The
Board formally retained Miller Thomson LLP on April 16, 2018.
One of the first orders of business for the Special Committee is
to oversee an immediate transition to a national audit firm and the
filing of an application with applicable securities regulators in
connection with a proposed management cease trade order. The
Company is currently under a voluntary trading blackout whereunder
none of the Board, management, consultants and employees of the
Company are permitted to trade in shares of the Company. The
Company anticipates such self-imposed trading blackout to continue
indefinitely pending resolution of the above issues or further
notice.
In the interim, the Company is actively working with licensees
to amend the Agreements, to the extent possible, in order to
address the revenue recognition issue.
Licensing
First Global Data Limited is pleased to announce that its wholly
owned US subsidiary, First Global Money Inc., has been granted a
new money transmitter license by the State of North Carolina, raising the Company's
number of US State licenses to 40.
Market Activity
First Global would also like to advise that it has concluded its
listing on the OTCQB exchange in the
United States. First Global's trading symbol is FGBDF. The
Company is working to conclude Depository Trust Company (DTC)
eligibility and will announce when this has been completed. This
follows on the heels of its finalized private placement of
February 26, 2018, in which the
Company raised a total of $1,818,000
CAD (as press released on February 28,
2018). The Company will not complete further equity
financings until applicable regulatory approvals are
obtained.
About First Global Data Limited
(www.firstglobaldata.com)
First Global is an international financial services technology
("FINTECH") company. The Company's two main lines of business are
mobile payments and cross border payments. First Global's
proprietary leading edge technology enables the convergence of
compliant domestic and cross border payments, shopping, Peer to
Peer ("P2P"), Business to Consumer ("B2C"), and Business to
Business ("B2B") payments. First Global enables its strategic
partners and clients around the world with our leading edge
financial services technology platform.
Neither TSX Venture Exchange Inc.
("TSXV") nor its Regulation Services Provider (as that term is
defined in the policies of the TSXV) accepts responsibility for the
adequacy or accuracy of this release.
Forward Looking Information:
This news release contains "forward-looking information"
within the meaning of applicable securities laws. In particular,
this press release contains forward-looking statements with respect
to the Company's ability to recognize revenue under a material
number of license agreements, retaining new auditors, the late
filing of annual financial statements for the fiscal year ended
December 31, 2017 (and the related
management's discussions and analysis) as well as a proposed filing
of an application in respect to a proposed management cease trade
order. There can be no assurance with respect to a favourable
outcome with respect to any of the foregoing matters. Investors are
advised that absent a favourable outcome with all of the foregoing
matters, the business and market value of the Company, including
the value of its common shares, may be adversely and materially
affected. Although First Global believes in light of the experience
of its officers and directors, current conditions and expected
future developments and other factors that have been considered
appropriate, that the expectations reflected in this
forward-looking information are reasonable, undue reliance should
not be placed on them because First Global can give no assurance
that they will prove to be correct. Readers are cautioned to not
place undue reliance on forward-looking information. Actual results
and developments may differ materially from those contemplated by
these statements. The statements in this press release are made as
of the date of this release. First Global undertakes no obligation
to comment on analyses, expectations or statements made by
third-parties in respect of First Global, its securities, or
financial or operating results (as applicable). First Global
disclaims any intent or obligation to update publicly any
forward-looking information, whether as a result of new
information, future events or results or otherwise, other than as
required by applicable securities laws.
SOURCE First Global Data Limited