Lottery


Our lottery has been in operation since 2002 and we hold a coveted UK external lottery managers licence. We have raised over £5 million for good causes and paid prizes to over 1 million winners.
Expansion to the lottery will see improved games and support for societies, underpinned by an expanded business development team.

e-commerce technology


Online purchases are the life blood of almost every consumer facing company in the developed world.
Boxhill have a range of products that suit all merchant’s needs, working within both regulated frameworks and in regions where traditional acquiring partners struggle to offer safe, secure services.

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0.22p +0.03p

Boxhill to update on winding up petitions

Lottery product provider Boxhill, which received winding up petitions against the company and its subsidiary Prize Provision Services on 2 June, says it will be able to provide an update on the matter before the close of the market on 8 July.

Could this be BOX in court today???

COURT 14
Before MR R SPEARMAN QC
(Sitting as a Deputy Judge of the Chancery Division)
Thursday, 7 July 2016
At 2 o'clock
GENERAL LIST
Re a Company CR-2016-002928
Re a Company CR-2016-002929
Re a Company CR-2016-002925

After hours 5pm ............

Update on Action Against the Company

The Company is pleased to announce that the winding up petitions against both the Company and its subsidiary, Prize Provision Services Limited, previously announced on 2 June 2016, have today both been dismissed at the High Court in London.

A RESUME of the company business

The Boxhill Group has been trading for approximately 14 years and have gone through some major restructuring since, specially in the last year or so. Lets look at the company structure;

Prize Provision Services Limited, a wholly owned subsidiary of the Group is licensed by the Gambling Commission as an External Lottery Manager. Currently, PPS Ltd is operating The Weather Lottery, one of the UK’s oldest and most popular fundraising lotteries, raising over £5,000,000 for hundreds of good causes across the UK.

Casino Cash, which has been in the pipeline for some time, enables customers to use their national and international payment cards to acquire gaming chips to greater values than their ATM cash withdrawal limit. The process is simple and fast. The customer purchases a voucher from a Casino Cash terminal and redeems it at the cashier to collect their funds. The secure voucher system generates a unique single use voucher for every transaction. This will be a massive cash generator for the Group when rolled out.

Soccerdome, a wholly owned subsidiary of the Group holds a shareholding in Nineteen Twelve Holdings Ltd, a JV company set up last year own a Nottingham based football centre and operate five 5-a- side 4G football pitches and one 9-a- side 4G pitch. The venue is situated in the heart of Nottingham City Council’s £16,500,000 redevelopment of the Harvey Hadden Sports Village which reopened, refurbished and modernised, in September 2015.

Emexpay, the group's most recent acquisition is an Internet Payment Service Provider and will be the hub of core business going forward. The platform enables merchants to accept VISA, Mastercard, AMEX and other cards. They can also connect to any other payment card system, or e-wallet upon request and offer added fraud prevention with 3D secure processing if required.

Free Paymaster, a payment platform offering personal and business accounts which allow you to accept payments instantly and for free between members and provide a new low cost Payment option for eCommerce sites. You can transfer money instantly anywhere in the world for free, transfer money in any currency to any bank account 24 hours a day 7 days with no transfer limits, pay for goods and services worldwide with complete confidence using only your Free Paymaster username and password. You also get automatic access to their online market place where you can buy and sell goods, commodities or services, advertise your products, Chat “live” to your buyer or seller, bit like Ebay/Paypal

All of that for 0.24p or £5M

Possible range

0.215p +0.01p

For the last couple days, the buys have taken over and the 0.205p should be the low for the moment being after the retracement.



ISDX trades .... BOX trades at ISDX

0.235p +0.015p

Some large trades today 1M 2M and 5M (Paying premium) has now move up bid and offer, wonder if another delayed trade on the way

Looking good...must be news due

Yesterday was the AGM

a comment from someone who attended with compliments.............

I attended the AGM this morning. Here is a summary of what was discussed. Slightly disappointing that there were only four PI's there including me and Smudgedan. Then again, saying that, I don't think they could have accommodated anyone else! Phil Jackson gave up his chair at the table so we could sit; that was very nice of him I thought.

SUMMARY
CASINO CASH
Casino Cash is very much alive and having completed a successful pilot in various casinos around London (including Hippodrome) is undergoing further development prior to being offered to clients. PJ stated that they had significant interest from various different casinos already for the product. He also stated that the product is unique and its use is not restricted to just casinos but other establishment’s like, Gentlemen’s clubs Etc (Spearmint Rhino was mentioned as an example) I made the point that, the last Casino cash update was Dec 2015 and without regular updates, investors start thinking there is something wrong and suggested that maybe they should keep investors updated as to the progress in forthcoming trading updates; It appeared as this was agreed upon, we’ll see.

CEO APPOINTMENT
The board stated that discussions had taken place but wouldn’t disclose any more information on a likely candidate. They did indicate however that the CEO selection process was reliant on today’s vote of approval for the company’s executive Share Option Scheme. Of course the board have to be extra careful in what we were told at the AGM and we were mindful about asking any questions requiring price sensitive answers; there was no mention of option exercise price.
In relation to PJ stepping down; I think we all know that one of the reasons was because PJ had to be distanced due to his previous business dealings/associations; that’s no secret, and PJ himself also stated today that this was one of the reasons; however, the main reason was that he is a salesman and that is what he does best. In order for the company to grow, it requires a decent board structure. Lord Razzall said they were aiming for an American style board structure.

I would say new CEO already earmarked, and trading update very soon. Them saying discussions had taken place and waiting for the voting on options says something. Of course the new CEO would want to know that there are share incentives before they accept the position.

When asked about the timing of the next trading update, Lord Razzall and PJ (Both sitting on either end of the room) said "Soon" almost simultaneously!

a comment from someone who attended with compliments.............At the AGM

One of the pi's there asked if Freepaymaster was like PayPal. Phil Jackson replied "It's PayPal +"

If you go onto the Freepaymaster website and have a little browse, you will see in fact, it's more like Ebay/PayPal was having an affair with your Bank and produced a lovechild called Freepaymaster!

I can't remember if I've posted before that I opened a Freepaymaster personal account; I completed the online application and received an automated email requesting photo ID and a utility bill to prove address. I sent the documents which I already had stored on my laptop and went to sleep. At that point, I pretty much didn't expect to hear anything for at least a few days. To my surprise, the very next morning I received an email confirming account opening followed by another email giving me 3 separate account numbers (EUR-USD-GBP) together with IBAN & SWIFT numbers.

'Free Paymaster Ltd is an authorised licencee acting on behalf of CFS-Zipp Limited authorised and regulated by the Financial Conduct Authority as an Authorised Electronic Money Institution'

I asked about CFS-Zipp at the AGM and whether BOX had any plans to seek full FCA approval. PJ is a very clever bloke and tries to give an indepth explanation to every question that is put to him. My understanding from what he said is that, Freepaymaster will be seeking full FCA approval in the very near future.

Let's look at the current SP (0.25) and what that buys you;

Emex - Payment Gateway for Boxhill cutting out the middle man for payment processing. Boxhill previously paid Emex c £500k for this service.

Freepaymaster - Banking, P2P payments, Ebay like Marketplace Etc Etc

Casino Cash - A unique product that has the potential of being installed in Casinos and Clubs in London and many other major city around the world. The software provided by Emex now makes the roll-out of this possible.

Weather Lottery - Lottery operators licence, setting up and managing lottery systems for the past 14+ years. The business has been generating steady revenue and is now strengthened by the software provided by Emex.

Nineteen Twelve Holdings Ltd - JV Company established in 2015 to operate and finance the expansion of the site and is working with Nottingham City Council to open 5 and 7-a-side pitches at the Harvey Hadden Sports Village in Billborough, Nottingham.

How many other AIM companies can you think of that have so much going on, has been doubling revenues quarter on quarter??

Phil Jackson and Lord Razzall both stated at AGM that company update was coming SOON, and that talks had already taken place with potential CEO's and that this process was reliable upon the voting in of the new directors share option incentives.
Further to this, PJ specifically stated that the chosen CEO will have to be a heavyweight in the banking/ecommerce sector.

In my opinion, expect to get news about new CEO and a trading update in the next week or so.

Company Update

The board of directors of Boxhill (the "Board") is pleased to report first half sales are in line with its expectations, increasing by 13% to £1.125 million (1 Feb 15 to 31 July 15 £0.993 million) delivering a gross profit of £828,000 (1 Feb 15 to 31 July 15 £780,411) and an operating profit of £301,600 (1 Feb 2015 to 31 July 2015 £323,000). These figures are unaudited and extracted from the management accounts. The Board expects to announce the full accounts for the 6 months to 31 July 2016 in September.

Lord Razzall, executive chairman stated, "The first half performance is encouraging and comes at a time when the company is only just starting to realise the benefits of the acquisition of Emexpay and Freepaymaster. As we continue to invest in staff and technology we have seen an increase in overhead to £527,000 (1 Feb 2015 to 31 July 15 £457,000), however the Board has managed to minimise the impact on the operating profit, and the business is operationally geared to expand sales on the current level of overhead.

Emexpay has bought about cost savings and an ability to review and renegotiate terms with our acquiring banking network, thus improving gross margins and opening up new opportunities in the credit card processing business."

Working with our New York based partners CFP International, Freepaymaster is now part of the SWIFT network and will soon be able to issue virtual individual IBAN (international bank account numbers) to existing and new customers - ensuring that sending and receiving payments is as smooth as possible. Freepaymaster is also piloting a number of innovative applications including enhanced services for existing Emexpay credit card merchants, in particular with speeding up settlement cycles; encouraging users to engage in peer to peer payments thus creating an alternative payment channel within our own financial ecosystem, in most cases avoiding credit card processing charges altogether. We are continuing to develop the platform with mobile devices as the key focus area and adding technologies which support users who want secure payment services available on their mobile devices.

In the lottery division, Prize Provision Services has acquired new clients while continuing to update the underlying technology supporting the Weather Lottery. The bulk of the back office technology updates have now been completed allowing the company to begin rolling out improvements across the business. In Q4 2016 the company will introduce direct bank payment to replace traditional cheque payments and is due to deliver client administration upgrades in addition to a new customer facing website.

Further updates will be made by the Company as appropriate.

After the ups and downs and going nowhere, today is moving higher 0.215 +0.02p ahead of results this week.............


"The Board expects to announce the full accounts for the 6 months to 31 July 2016 in September."

0.245p +0.02p (+8.89%)

Is rising nicely since yesterday, there was rumours yesterday of " Neil Woodford" to be appointed as the new CEO at the same time as the results are being announced

Half-Yearly Report for the period ended 31 July 2016

29 September 2016

Chairman's Statement
The half year to 31 July 2016 has seen revenue grow 13% to £1.125m (£0.993m in the six months to 31 July 2015) delivering an operating profit for the six months to 31 July 2016 of £296,000. This compares to an operating profit of £330,000 for the six months ended to 31 July 2015.
The first half of the year has seen some additional administrative expenses through increased board size and ongoing costs of integrating the two companies acquired at the beginning of the year. Having said that we see a 39% improvement in comprehensive income, rising to £288,000 (from £206,000 in the first half of 2015) due to no corporation tax being chargeable.
As the Company moves forward it is now able to invest in strengthening the teams that are responsible for delivery, and we have appointed a new Head of Finance, reporting to Andrew Flitcroft, the Company's Finance Director, who will be tasked with unifying financial organisation within the Company. Additionally we are continuing to look for a new CEO and will update as and when appropriate.
The Company continues to improve its existing products as well as developing new services. . The Company has changed the name of its subsidiary Freepaymaster Ltd to Emex Technologies Ltd with effect from 26 September in order to simplify the payments division branding. Our growing network of corresponding financial institutions means that Emex Technologies Ltd will soon be able to issue virtual IBAN numbers to companies and individuals making the use of our alternative payment platforms as familiar as using an everyday bank. Integrating the Freepaymaster.com platform with our credit card gateway, means faster settlements and lower costs for our existing clients, plus our merchants can offer their customers an increased number of simple and safe ways to deposit and withdraw funds. As stated at our annual general meeting, we intend to market Casino Cash in due course, subject of course to market conditions, the Freepaymaster.com platform enabling us to manage the real time balancing of funds for casinos in order to satisfy gambling regulatory requirements.
Prize Provision Services Limited ("PPS"), which operates The Weather Lottery, has seen significant positive change over the past quarter. Although trading decreased slightly, it has begun to make improvements across the business with many more due to be introduced in the next six months.
In August, the PPS introduced revamped marketing communications with its clients. Early indications suggest a positive impact on player numbers and the company will develop the strategy over the coming months. In addition, marketing, sales and account management will be given greater resource in order to increase sales revenue. There is a small increase in insurance tax (9.5% rising to 10.0% on 1 October 2016) which will increase costs slightly, but following on from the launch of Direct Debit as a payment method for players, the company will introduce direct bank payments for clients before the end of September which will offset this cost.
Direct client payments are the first of a number of improvements which the clients will see. A revamped admin centre which will give clients a greater understanding of their lottery and allow clients to self-serve in a number of areas, is in production and due for release in October.
In conjunction with greater educational support being offered by the company, the self-serve elements of the revamped admin centre is expected to drive an increase player numbers for many clients.
The joint venture between Soccerdome Ltd and Nineteen Twelve Holdings Ltd (the "JV") which sees Astro Kings Ltd operating the football pitches at the Harvey Hadden Sports Village in Nottingham is in the embryonic phase. The ground is open and marketing activity being carried out to raise awareness of the facility and ultimately increase sales.
The JV is expected to reach breakeven in early 2017 with only minor financial support, if any, needed from the Company in the interim.
Boxhill's payments division has a healthy sales pipeline and the Company is actively looking at new opportunities as they occur in our dynamic market. The Company's goal is to continue to develop or acquire best-in-class payment and related software whilst maintaining positive revenue growth.

Acquisition of Timegrand

Further to the announcement of 10 February 2017, the Company has today completed the acquisition of Timegrand Limited, a recently incorporated special purpose vehicle ("Timegrand"). Timegrand holds intellectual property, software and knowhow including a new 10-year licence, granted on 10 April 2017, to use an advanced payment gateway software system called the WPJ Services Control Center, with advanced analytics and security/fraud management as well as finance and administration services (the "Acquisition"). The software and knowhow this acquisition brings will help improve processes and turnaround times for our administration and reconciliation activities and internal reporting capabilities. Boxhill is already using certain elements of the software suite, as are several of its customers, and the benefits have proved to be significant. The Acquisition is being made to further enhance the offering of the Payments Division and will include gateway processing software with enhanced reporting capabilities, fraud management software and finance and administration Services bringing about improved efficiencies between our delivery and internal finance functions. Timegrand has no trading record and the licence to use the WPJ Services Control Center software is newly issued, thus no profits or losses are attributable to the assets being acquired. The directors of Boxhill estimate that, in addition to the significant time that would be required to develop the software, the cost to replicate the software provided as part of the acquisition of Timegrand Limited approximates to the consideration payable.

The consideration for the Acquisition is £1,000,000, through the issue of 500,000,000 new ordinary shares of 0.1 pence in the capital of the Company ("Ordinary Shares"), at a price of 0.2 pence per share (the "Consideration Shares"). The Consideration Shares will amount to 21.22 per cent of the enlarged Ordinary Share capital of the Company. The vendor of Timegrand is Empire Global Management Limited ("Empire"), a company incorporated in Dubai, which has been granted licensing rights by WPJ Services ApS, a company incorporated in Denmark that created the WPJ Services Control Center software. Empire has entered into an agreement with the Company to not sell or encumber any of the Consideration Shares for a period of 12 months without the agreement of the Company (subject to exceptions equivalent to those set out in Rule 7 of the AIM Rules for Companies). Empire is owned by a number of shareholders, none of whom would constitute a Person with Significant Control (as defined in the Small Business Enterprise and Employment Act 2015) if it were a UK registered company.

An application will be made to admit the Consideration Shares for trading on the AIM Market with effect from 14 April 2017. Following the issue of the Consideration Shares, the Company will have a total of 2,355,829,770 Ordinary Shares in issue. The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules. Following the issue of the Consideration Shares, the following notifiable positions of Ordinary Shares are held.

more.....

AGM Trading Statement

Further to the earlier announcement by the Board of Directors of Boxhill (the "Board") regarding the final results for the 12 month period to 31 January 2017; the Group is pleased to give the following trading statement.

Since January 2017 the Group has seen improvement across the Payments Division, both in revenue and technology roll out.

In July 2017 EmexGo started issuing Virtual IBANs meaning that its customers are able to supply their account information in standardised international bank account format, with the customer as the named beneficiary, to receive inward payments. Available in multiple currencies this important improvement makes our services user friendly and therefore more attractive to those wishing to use alternative payment platforms by utilising internationally understood account formats which other providers are unable to do.

Further to this we have launched a high value transfer service, facilitating transactions in excess of €10,000,000 for corporate and individual customers. The service, driven by customer requirements, takes into account the additional care and attention that such low frequency but high value transactions require to complete smoothly. We expect at least one high value transfer per quarter and are currently working on several transactions, including one of a nine figure value and is currently being executed via a novel secure process through the banking system via EmexGo with the final destination being a UK tier 1 high street bank.

The card processing business is making good progress once again with new services including offering merchants Union Pay acceptance as well as Visa and MasterCard services. Our combined offering of card services and Virtual IBANs is being taken up by customers as we can reduce the time for settlement improving cash flow and saving money for our merchants.

Revenue from EmexGo in the first half of the year has already exceeded last year's total (excluding the fees to be earned on the above mentioned high value transactions) and we anticipate the card processing revenues to grow as in previous years and expect to see growth and momentum return to above H12016 levels through the second half of the year. The Company continues to seek a high-calibre chief executive to help it grow into the future.

Up 20% or as we call it - the spread!!

Half-Yearly Report for the period ended 31 July 2017

Chairman's Statement
The half year to 31 July 2017 has seen significant balance sheet improvements despite a reduction in revenue (£559,000 H117 versus £1,125,000 in the six months to 31 July 2016) delivering an operating loss for the six months to 31 July 2017 of £358,000. This compares to an operating profit of £288,000 for the six months ended to 31 July 2016. The operating loss is somewhat offset by the revaluation of equity investment in Timegrand which takes Total Comprehensive Income for H1 2017 to £141,000. (£288,000 in H1 2016).
The first half of the year has seen continued investment in technology roll out and regulatory and compliance management in the payments division. Unfortunately certain planned H1 revenues have slipped into H2 due to circumstances outside the group's control. Having said that, the independent assessment of Timegrand has valued the software at £1.5m contributing to a 27% improvement in total assets rising to £3,641,000 (from £2,848,000 in the first half of 2016).
The Company continues to expand its geographical reach and roll out new technologies. In H1 2017 we have successfully launched multi-currency vIBANs (virtual international bank account numbers) for individuals and corporations and introduced SMS based two-stage verification of payments from accounts. The total number of accounts is increasing steadily with over 2000 registered users. EmexGo account users have the unique ability to fund by, and pay out to, any card from any issuer world wide.
EmexPay, the credit card processing business, has seen growth in revenues growing at an average of 95% per month as customers reintegrate after the disruption to services last year - and this trend is expected to continue throughout the year. Additionally, new China Union Pay facilities agreed in September opens up further opportunities for existing and new merchants to access what is the largest card payment organisation in the world.
The Emex branded companies have been present at a number of key trade and specialist industry events, including recent attendance at SIBOS (Swift International Banking Operations Seminar) in Toronto and they will be exhibiting at Sigma (Summit of iGaming) in Malta in November.
Our network of corresponding financial institutions continues to grow with new key relationships in Europe, Africa and the Caribbean. New licence applications are in progress in Mauritius and central Europe, both of which are due to be granted in the very near future, improving our ability to deliver services worldwide.
Prize Provision Services Limited ("PPS"), which operates The Weather Lottery, is operating as expected and in line with projections. PPS has recently launched the Sports Club Lottery http://sportsclublottery.com, a sister product to The Weather Lottery, which is focussed solely on helping local sports clubs raise additional funds through the operation of their own subscription lottery. Additional account management staff have been hired by PPS and tasked with increasing participants playing the lotteries which the company administers on behalf of its clients.
Soccerdome Ltd holds a stake in Nineteen Twelve Holdings Ltd, the owner a 5-a-side football centre in Nottingham, operated by Astro Kings Ltd. As outlined in the Full Year Results published 7 July 2017, the football pitch business is no longer considered an operating segment of the Group. The venture faces strong competitive challenges following the expansion in number of all-weather pitches available in the region over recent years. Naturally, this has led to a highly competitive marketplace. The directors do not expect there to be any significant impact upon the group from this venture.
Boxhill's payments division has a very healthy sale pipeline with a number of significant transactions in progress which are expected to close in the coming few weeks which will yield revenues well in excess of the entire business H1 revenues.
Finally, the company is pleased to announce that all historical legal matters have successfully been bought to a close.

Update on New Service & Litigation



Update on New Service

The Company announced on 28 July 2017 that it was launching a new high value transfer service facilitating transactions in excess of €10,000,000 for corporate and individual customers ("HVTS") by its wholly-owned subsidiary, Emex Technologies Limited ("Emex"), a regulated payment processing business, utilising the emexGo payment platform ("emexGo"). While HVTS has not generated any revenue to date, it is a service that the board of directors of Boxhill (the "Board") anticipate will produce significant revenues in the future and provide for a substantial increase in the monies passing through emexGo, a key focus of the Group. Emex receives ad valorem fees on all monies through emexGo (the "Processing Fees").

The development of HVTS has involved substantial investment. It has been agreed that part of this investment will be funded by Phillite D UK Limited ("PDU"), a company which between December 2014 and November 2016 undertook certain regulated payment processing activities on behalf of the Group. PDU will market HVTS to its clients as part of its offering of payment services, charging fees independently and not receiving any share of the Processing Fees. PDU's share of the investment costs (circa £1,434,000 has been claimed from PDU to date) will be met from future receipts secured by PDU on HVTS transactions where PDU will in some circumstances be acting as the principal and other circumstances as an agent. PDU's share of the investment costs are currently represented on the Boxhill balance sheet as a trade receivable (the "Agreement").



Update on Litigation

As announced on 31 October 2017, the historic legal matters surrounding the Company's relationship with its former regulated payment processor, EU Pay Group Limited ("EUPay") has been settled without any adverse cost implications. PDU has independently of the Company taken responsibility for the amounts owed by EUPay to the Group (the "Arrangement"). As a result of the settlement, PDU is now in a position to pursue the collection of these amounts without any hindrance from the now settled litigation. This will facilitate the repayment of the amounts outstanding to the Group (circa £224,000) under the Arrangement.



Related Party Transaction

PDU is controlled by Philip Jackson, who is also a director of Emex Technologies Limited and Soccerdome Limited which are wholly owned subsidiaries of Boxhill. The Agreement constitutes a related party transaction under the AIM Rules. The Board consider, having consulted with Allenby Capital Limited, the Company's nominated adviser, that the terms of the Agreement are fair and reasonable insofar as Shareholders are concerned.



Revaluation of Timegrand Software

Further to the announcement of 31 October 2017, the Company contracted an independent expert to undertake a valuation of the intangible assets included in the Timegrand Limited acquisition (announced 10 April 2017) in consultation with its auditors. The increase in the value of these intangible assets, which principally consists of software, announced on 31 October 2017, reflects the outcome of this independent valuation.



Search for New Chief Executive Officer

The Company confirms that it continues in its search for the best candidate to perform the chief executive officer role for the Group.

Goodness knows whats going on here!