Interim Report Provided

Appendix 1 release
10 November 2017
Blackwell Global Holdings Limited
This document covers Blackwell Global Holdings Limited's unaudited financial results for the six months ended
30 September 2017.
Reporting Period
Previous Reporting Period
Amount
($NZ'000)
Percentage
change
$9n/a
-$28180.1%
$0
-$28180.1%
Amount per
security
Imputed amount
per security
$0.0000$0.00000
(BGI) : Blackwell Global Holdings Limited
Results for announcement to the market
6 months to 30 September 2017
6 months to 30 September 2016
No interim dividend has been declared for this reporting period.
BGI has no dividend reinvestment plan currently in operation.
Record DateN/A
Revenue from continuing ordinary activities
Loss from continuing activities after tax attributable to security holders
Profit from discontinued activities after tax attributable to security
holders
Net loss attributable to security holders
Interim Dividend
Dividend Payment DateN/A
Comments:
Please refer to Blackwell Global Holdings Limited Interim Report 2017 released together with this Schedule.

---

1

BLACKWELL GLOBAL HOLDINGS LIMITED
(FORMERLY NZF GROUP LIMITED)

UNAUDITED INTERIM FINANCIAL RESULT
FOR THE 6 MONTHS ENDED 30 SEPTEMBER 2017








CONTENTS





Page

Chairman’s Report 2
Unaudited Interim Statement of Comprehensive Income 4
Unaudited Interim Statement of Changes in Equity 5
Unaudited Interim Statement of Financial Position 6
Unaudited Interim Statement of Cash Flows 7
Unaudited Notes to the Interim Financial Statements 9
Company Directory 12

BLACKWELL GLOBAL HOLDINGS LIMITED
(FORMERLY NZF GROUP LIMITED)
CHAIRMAN’S REPORT
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

2



Dear Shareholders


During the first six months of this financial year, the Company undertook a significant capital and
operational restructure, during which period the Company changed its name from “NZF Group
Limited” to “Blackwell Global Holdings Limited”, and changed its ticker code from “NZF” to BGI”.

The restructure comprised the re-capitalisation of BGI, and the entry into a series of debt facilities
arrangement to assist BGI to fund several new commercial operations. As part of the restructure:

• Issue of New Shares: BGI issued 313,872,866 new ordinary shares (in aggregate) to
Blackwell Global Group Limited (“Blackwell”), Mr Chai and Mr James Law. The share issue
has raised $2,510,982 of new capital for BGI;

• Issue of Convertible Notes: BGI issued $500,000 of Convertible Notes to Blackwell. The
balance of the Convertible Notes that were approved by the BGI shareholders will be issued
as and when NZF requires the introduction of new funds into its commercial operations;

• Resignation of Director: Mr Mark Thornton resigned as a director of BGI. Mr Thornton
continues with the Company in his capacity as an executive responsible primarily for the
finance company operations to be launched by BGI;

• Appointment of New Directors: Messrs Michael Chai, James Law and Ewe Leong Lim
were appointed to the Board of NZF. They join Craig Alexander and myself on the Board of
BGI. Mr Alexander and myself are both considered to be “independent Directors” as that
term is defined in the NZX Main Board Listing Rules;


Following the completion of the restructure:

• BGI intends to commence operations as a provider of commercial and residential mortgage
loan facilities through its subsidiary, Blackwell Global Finance Limited. The finance company
operations are expected to derive its revenue through fees and interest generated from its
loan receivables.

• BGI intends to launch a derivate trading platform and service for wholesale and retail
investors through its subsidiary, Blackwell Global Investments (NZ) Limited (“BGFX”). BGFX
is required to obtain a licence to undertake this activity from the Financial Markets Authority.
BGFX has commenced the preparation of the licensing application process. BGFX expects
to ultimate generates revenue primarily through two distinct streams once its licence has
been granted:

- a Mark-up on the CFD products’ spread which is the price differential between the ‘bid’ and
‘ask’ price on the company’s CFD products; and

- a Mark-up on its overnight funding rate (swap) which is the fee levied on the trading
positions held overnight in the Clients’ account.

With its renewed financial strength and operational capabilities, BGI is striving towards establishing
its new commercial operations during the course of the current financial year.

BLACKWELL GLOBAL HOLDINGS LIMITED
(FORMERLY NZF GROUP LIMITED)
CHAIRMAN’S REPORT
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

3


The Board of BGI are excited about the future path for the Company, and are looking forward to
embarking on that journey with you.






Sean Joyce
Chairman


10 November 2017

BLACKWELL GLOBAL HOLDINGS LIMITED
(FORMERLY NZF GROUP LIMITED)
UNAUDITED INTERIM STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017
4



Unaudited
UnauditedAudited
6 months ended
6 months
ended
12 months
ended
30
30 September 31 March
2017
20162017
Note
$’000$’000$’000
Interest income9 - -
Interest expense(12)- -
Net interest expense(3)- -
Operating expenses and staff costs(278)(156)(398)
Loss before income tax(281)(156)(398)
Income tax benefit/(expense)- - -
Loss from continuing operations(281)(156)(398)
Other comprehensive income:
Other comprehensive income for the period, net of tax- - -
Total comprehensive profit/(loss) for the period, net of tax(281)(156)(398)
Attributable to:
Equity holders of the Company(281)(156)(398)
Earnings/(loss) per share
Basic and Diluted (cents)
Basic loss per share:4(0.10)(0.12)(0.32)
Diluted loss per share:4(0.10)(0.12)(0.32)






















The notes on the attached pages form part of and are to be read in conjunction with these financial statements.

BLACKWELL GLOBAL HOLDINGS LIMITED
(FORMERLY NZF GROUP LIMITED)
UNAUDITED INTERIM STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

5


Share AccumulatedTotal
CapitalDeficitEquity
$’000$’000$’000
Balance at 1 April 20169,650(9,644)6
Total comprehensive income/(loss)- (156)(156)
Balance at 30 September 20169,650(9,800)(150)
Balance at 1 April 20169,650(9,644)6
Total comprehensive income/(loss)- (398)(398)
Balance at 31 March 20179,650(10,042)(392)
Balance at 1 April 20179,650(10,042)(392)
Total comprehensive income/(loss)- (281)(281)
Transactions with owners, recorded directly in equity
Issue of ordinary shares
2,511 - 2,511
Transaction costs
(45)(45)
Balance at 30 September 201712,116(10,323)1,793
Attributable to Equity holders of the
Company
































The notes on the attached pages form part of and are to be read in conjunction with these financial statements.

BLACKWELL GLOBAL HOLDINGS LIMITED
(FORMERLY NZF GROUP LIMITED)
UNAUDITED INTERIM STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2017

6


Unaudited
UnauditedAudited
6 months ended
6 months ended12 months ended
30
September
30 September 31 March
2017
20162017
Note
$’000$’000$’000
Assets
Cash and cash equivalents
2,36444159
Other assets
1059782
Total assets
2,469141241
Liabilities
Current liabilities
Trade and other payables
137291307
Loans and borrowings5
- - 240
Total current liabilities
137291547
Non current liabilites
Trade and other payables
39- 86
Loans and borrowings5
500- -
Total non current liabilities
539- 86
Total liabilities
676291633
Net assets/(liabilities)
1,793(150)(392)
Equity
Share capital6
12,1169,6509,650
Retained earnings/(Accumulated deficit)
(10,323)(9,800)(10,042)
Total equity attributable to equity holders of the company
1,793(150)(392)


For and on behalf of the Board:





Director Director


Dated: 10 November 2017













The notes on the attached pages form part of and are to be read in conjunction with these financial statements.

BLACKWELL GLOBAL HOLDINGS LIMITED
(FORMERLY NZF GROUP LIMITED)
UNAUDITED INTERIM STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

7


Unaudited
UnauditedAudited
6 months
ended
6 months
ended
12 months
ended
30 September
30 September 31 March
2017
20162017
$’000$’000$’000
Cash Flows from Operating Activities
Interest received
9 - -
Payments to suppliers and employees
(530)(80)(205)
Net Cash Flow from Operating Activities
(521)(80)(205)
Cash Flows used in Investing Activities
Net Cash Flow from Investing Activities
- - -
Cash Flows from Financing Activities
Proceeds from borrowings
500 - 240
Repayment of borrowings
(240)
- -
Shares issued
2,466 - -
Net Cash Flow from Financing Activities
2,726 - 240
Net increase/(decrease) in cash held
2,205(80)35
Cash balance at start of the year
159124124
Cash balance at end of the period
2,36444159
Comprising the following:
Cash and cash equivalents
2,36444159



























The notes on the attached pages form part of and are to be read in conjunction with these financial statements.

BLACKWELL GLOBAL HOLDINGS LIMITED
(FORMERLY NZF GROUP LIMITED)
UNAUDITED RECONCILIATION OF NET LOSS WITH CASH FLOWS FROM OPERATING ACTIVITIES
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

8


Unaudited
UnauditedAudited
6 months
ended
6 months
ended
12 months
ended
30 September
30 September 31 March
2017
20162017
$’000$’000$’000
Total comprehensive loss for the period, net of tax(281)
(156)(398)
Add/(less):
Interest accrued on convertible notes
12- -
Add/(less) movements in working capital
Other assets
(23)(22)(7)
Accounts payable and other liabilities(229)98200
Net Cash Flow from Operating Activities
(521)(80)(205)








































The notes on the attached pages form part of and are to be read in conjunction with these financial statements.

BLACKWELL GLOBAL HOLDINGS LIMITED
(FORMERLY NZF GROUP LIMITED)
UNAUDITED NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

9


1. CORPORATE INFORMATION

Blackwell Global Holdings Limited (formerly NZF Group Limited) is a limited liability Company (the
“Company”) domiciled and incorporated in New Zealand and is listed by NZX Limited and has its shares
quoted on the NZX Market (“NZX”).
The Company is profit oriented and incorporated and domiciled in New Zealand, registered under the
Companies Act 1993 and is a Financial Markets Conduct reporting entity under Part 7 of the Financial
Markets Conduct Act 2013 and the NZX Board Listing Rules.

These statements were approved by the Board of Directors on 10 November 2017.


2. BASIS OF PREPARATION

The unaudited interim financial statements have been prepared in accordance with New Zealand Generally
Accepted Accounting Practice (NZ GAAP). They comply with New Zealand equivalents to International
Financial Reporting Standards (“IFRS”) and other applicable New Zealand Reporting Standards as
appropriate for profit oriented entities. The financial statements comply with IFRS. These policies have been
consistently applied to all periods presented, unless otherwise noted.

These unaudited interim financial statements for the six months ended 30 September 2017 have been
prepared in accordance with NZ IAS 34, Interim Financial Reporting. They also comply with the International
Accounting Standard 34 Interim Financial Reporting (IAS 34). These unaudited interim financial statements
do not include all the notes of the type normally included in an annual financial report, and should be read in
conjunction with the financial statements published in the Annual Report for the year ended 31 March 2017
which have been prepared in accordance with the New Zealand equivalents to International Financial
Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

All significant accounting policies have been applied on a basis consistent with those used in the audited
financial statements of Blackwell Global Holdings Limited (formerly NZF Group Limited) for the year ended
31 March 2017.

The financial statements are presented in New Zealand dollars.


3. CAPITAL COMMITMENTS

There were no capital commitments at 30 September 2017 (30 September 2016: none; 31 March 2017:
none).


4. SEGMENT REPORTING

The company has not traded during the current or prior periods. Accordingly, the company has not disclosed
any segment results as there are no trading operations.

BLACKWELL GLOBAL HOLDINGS LIMITED
(FORMERLY NZF GROUP LIMITED)
UNAUDITED NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

10

5. EARNINGS PER SHARE

SepSepMar
201720162017
CentsCentsCents
Per SharePer SharePer Share
Basic earnings/(loss) per share:(0.10)(0.12)(0.32)
Diluted earnings/(loss) per share:(0.10)(0.12)(0.32)
201720162017
$'000$'000$'000
The losses and weighted average number of ordinary shares used in the calculation of basic loss per
share are as follows:
(281)(156)(398)
201720162017
No. ofNo. ofNo. of
SharesSharesShares
'000'000'000
Ordinary shares at the start of the year
125,958109,958125,958
Ordinary shares issued during the period
313,87316,000-
Ordinary shares at the end of the period
439,831125,958125,958
Weighted average number of ordinary shares
271,746125,958125,958
Loss for the period attributable to equity holders of the Company


At 30 September 2017, there were no financial instruments that carried any shareholder dilution rights or
characteristics (30 September 2016: none; 31 March 2017: none). Accordingly, basic and diluted earnings
per share are identical for accounting periods being reported on.


6. LOANS AND BORROWINGS

Unaudited
UnauditedAudited
6 months ended
6 months ended12 months ended
30 September
30 September 31 March
2017
20162017
$’000$’000$’000
Short term loan
- - 240
Convertible notes500- -
500- 240


Blackwell Global Holdings Limited (formerly NZF Group Limited) has agreed to issue up to $3 million
Convertible notes at $1 per note to assist the Company’s transition. As at 30 September 2017, the
Company had issued 500,000 Convertible notes. Convertible notes are unsecured, freely transferrable and
interest is payable 6 monthly at a rate of 10% p.a. Convertible notes are issued for a term of 3 years and
may be converted into ordinary shares at any time before 7 July 2020 by the note holders at $0.008 per new
share. If at expiry of the 3 years, the Convertible notes have not been converted into ordinary shares, they
are redeemable in cash for their face value together with any accrued interest. At reporting date, the Board
have determined that the Convertible Notes issued will be redeemed in cash.

BLACKWELL GLOBAL HOLDINGS LIMITED
(FORMERLY NZF GROUP LIMITED)
UNAUDITED NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2017

11

7. SHARE CAPITAL

No. of Shares$
Issued and paid up capital'000$'000
Ordinary Shares 1 April 2016109,9589,525
Ordinary shares issued during the period16,000125
Ordinary Shares 30 September 2016125,9589,650
Ordinary Shares 1 April 2017125,9589,650
Ordinary shares issued during the period313,8732,466
Ordinary Shares 30 September 2017439,83112,116



Ordinary shares
All Ordinary Shares are issued and fully paid, have no par value and have an equal right to vote, to
dividends and to any surplus on winding up. The Company does not have a total number of authorised
shares. The Board may issue Shares or other Equity Securities to any person in any number it thinks fit
provided that while the Company is Listed, the issue is made in accordance with the NZX Listing Rules.

At the special meeting of shareholders of the Company held on 22 June 2017, all resolutions put to the
meeting were approved allowing for the implementation of a significant operational and capital restructure of
the Company.

On 7 July 2017, 313,872,866 new shares at $0.008 per share were issued to Blackwell Global Group
Limited.

Convertible notes
Blackwell Global Holdings Limited (formerly NZF Group Limited) has agreed to issue up to $3 million
Convertible notes at $1 per note to assist the Company’s transition. As at 30 September 2017, the
Company had issued 500,000 Convertible notes. Convertible notes are unsecured, freely transferrable and
interest is payable 6 monthly at a rate of 10% p.a. Convertible notes are issued for a term of 3 years and
may be converted into ordinary shares at any time before 7 July 2020 by the note holders at $0.008 per new
share. If at expiry of the 3 years, the Convertible notes have not been converted into ordinary shares, they
are redeemable in cash for their face value together with any accrued interest. At reporting date, the Board
have determined that the Convertible Notes issued will be redeemed in cash.


8. RELATED PARTY TRANSACTIONS

Unaudited
UnauditedAudited
6 months ended
6 months ended12 months ended
30 September
30 September 31 March
2017
20162017
Nature of transaction
$’000$’000$’000
Blackwell Global Group LimitedConvertible notes500- -
Blackwell Global Group Limited
& Mr Michael Chai
Term loan
-
- 240
Corporate CounselDirectors fee43- 14
Anthony HarperLegal Fees13- -



9. SUBSEQUENT EVENTS

There have been no other significant events after balance date.

12


COMPANY DIRECTORY
AS AT 30 SEPTEMBER 2017
Independent Directors
Company Number
Sean Robert Joyce
1474151
3 Heather Street, Parnell, Auckland
Craig Irving Alexander
Incorporated
25 Milton Road, Mt Eden, Auckland
22 January 2004
Executive Directors
Shares Issued
Kaw Sing Chai
439,830,488 Ordinary
9f No. 12 Ln. 107, Wanfeng Road, Wenshan District,
Taipei City 116, Taiwan
Solicitors
Say Chan Law
Anthony Harper
23 Gordon Stanley Drive, Massey, Auckland
Level 6, Chorus House, 66 Wyndham Street
Auckland
Ewe Leong Lim
2a Britton Avenue, Mount Roskill, Auckland
Bankers
Registered Office
ASB Bank Limited
Level 17, 191 Queen Street, Auckland
ASB, North Wharf, 12 Jellicoe Street, Auckland
Tel: 0800 379 9090
Share Registrar
Auditor
Link Market Services Limited
William Buck Christmas Gouwland
Deloitte Centre, 80 Queen Street, Auckland
Level 4, Zurich House, 21 Queen Street, Auckland
Tel: 09 375 5998