January 28, 2020
William Yap
Chief Financial Officer
8i Enterprises Acquisition Corp.
6 Eu Tong Sen Street
#08-13 The Central
Singapore 059817
Richard Byworth
Chief Executive Officer
Diginex Limited
35/F Two International
Finance Street, Central
Hong Kong
Re: Diginex Limited
Amendment No. 2 to Registration Statement on Form F-4
Filed January 21, 2020
File No. 333-234147
Dear Mr. Yap:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our December 13,
2019 letter.
Amendment No. 2 to Form F-4 filed January 21, 2020
Comparative Per Share Information, page 27
1. You disclose in the first paragraph that the pro forma earnings
information for the three
William Yap
8i Enterprises Acquisition Corp.
January 28, 2020
Page 2
months ended October 31, 2019 was computed as if the Business
Combination had been
completed on August 1, 2019. Please revise here and elsewhere as
necessary to reflect pro
forma earnings information assuming the transaction occurred at the
beginning of the
fiscal year presented, August 1, 2018 and carried forward through the
interim period
presented.
2. We note your revisions to comment 1. Please revise your tables to
present cash dividends
declared per share. Per review of the Diginex financial statements for
the year ended
March 31, 2019 an interim dividend of $20 million or $20.24 per
ordinary share was
paid.
3. Please revise your calculations of book value per share to compute
amounts using the
actual amount of shares issued and outstanding as of the end of the
periods you are
presenting instead of using the weighted average shares outstanding.
The historical shares
issued and outstanding for JFK should exclude the shares subject to
possible redemption.
4. Please revise to calculate the exchange ratio based on the 20 million
shares to be issued or
tell us why you do not consider escrowed shares to be outstanding
referencing the
applicable accounting guidance.
5. Please show us how you calculated the exchange ratio of 15.54
Singapore NewCo
Ordinary Shares for each ordinary share of Diginex. Please note the
denominator in the
exchange ratio calculation should be the amount of shares outstanding
for Diginex as of
the end of the latest period you are computing the ratio. Please
revise or advise.
Operating and Financial Review of Diginex
Six Months Ended September 30, 2019 . . .
Revenue, page 143
6. We note your disclosure that revenue from continuing operations
decreased. Please revise
to explain why you experienced such decline, and disclose whether such
decline is
expected to continue. Refer to Item I.5.A. of Form 20-F.
Operating and Financial Review of Diginex
Year Ended March 31, 2019 Compared to Year Ended December 31, 2018, page 147
FirstName LastNameWilliam Yap
Comapany Name8i Enterprises Acquisition header to the period ended March 31,
2018 as
7. Please correct the time period in the Corp.
opposed to December 31, 2018. This comment also applies to the header on
page 158.
January 28, 2020 Page 2
FirstName LastName
William Yap
FirstName LastNameWilliam Yap
8i Enterprises Acquisition Corp.
Comapany Name8i Enterprises Acquisition Corp.
January 28, 2020
Page 3
January 28, 2020 Page 3
FirstName LastName
Unaudited Pro Forma Combined Financial Information, page 174
8. We reviewed your revisions related to comment 3. Please revise your
presentation on
page 175 and the shares issued and outstanding on a pro forma basis on
page 176 to
include the 2 million shares to be held in escrow. Also revise the
weighted average shares
calculation on pages 178 and 180 to include the escrow shares or
explain to us your basis
citing relevant accounting guidance for excluding shares in escrow
from shares issued and
outstanding as requested in our comment above.
9. Please revise as necessary to ensure pro forma adjustments related to
the pro forma
combined statement of profit or loss are computed assuming the
transaction was
consummated at the beginning of the fiscal year presented and carried
forward through the
interim period presented. Pro forma adjustments related to the pro
forma combined
statement of financial position shall be computed assuming the
transaction was
consummated at the end of the most recent period for which a balance
sheet is required.
Please revise or clarify with regard to the following pro forma
adjustments:
Adjustment (13) on page 177 should assume the replacement of
4,200,000 options
are issued on the balance sheet date October 31, 2019.
Adjustment (2) on page 178 reflects an adjustment to eliminate
direct costs related to
the Business Combination. It appears as if these cost were
already eliminated in
adjustment (2) to the combined statement of profit or loss for
the year ended July 31,
2019.
Adjustment (3) on page 178 assumes replacement of the 4,200,000
options as issued
on August 1, 2019 as opposed to the beginning of the fiscal year
August 1, 2018.
This adjustment appears to have already been considered in the
pro forma combined
statement of profit or loss for the year ended July 31, 2019.
Adjustment (3) on page 179 determines the accumulated cost of the
options using
accrued cost at June 30, 2019 and assumptions as in the binomial
option pricing
model for Diginex at March 31, 2019 to reflect the revised value
of share options
held by employees as if the shares had been issued August 1,
2018.
Note 5 Employee Benefit Expenses, page F-110
10. Please clarify how you will determine the amount of shares the
employees are entitled to
in the share-based payment award equivalent to the value of the
accrued deferred salaries.
Note 18 Amounts Due From An Associate - DHPC, page F-119
11. Please disclose the method used to assess impairment of the $2 million
loan made on July
2019 to DHPC considering your history of previous impairments related
to other loans
and amounts due from DHPC and their current financial situation. In
this regard, we
note on page F-117 you impaired $3.9 million loan during the period
based on an analysis
of expected credit losses and impaired $5.7 million of working capital
advances based on
the high performance computing operations of DHPC being turned off.
William Yap
8i Enterprises Acquisition Corp.
January 28, 2020
Page 4
Note 27 Non-Consolidated Statement of Financial Position and Reserve Movement
of Diginex
Limited, page F-127
12. Please tell us the nature of the items included in the line item
Prepayment, deposits and
other receivables in the amount of $5,419,434 at September 30, 2019
and the reason for
the significant change from March 31, 2019.
You may contact Tony Watson at 202-551-3318 or Donna Di Silvio at
202-551-3202 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jacqueline Kaufman at 202-551-3797 or Mara Ransom at 202-551-3264 with
any other
questions.
FirstName LastNameWilliam Yap Sincerely,
Comapany Name8i Enterprises Acquisition Corp.
Division of
Corporation Finance
January 28, 2020 Page 4 Office of Trade
& Services
FirstName LastName
