Outstanding Shares: 280,339,467
Authorized Shares: 500,000,000
ITEM 1.01—ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 23, 2015, BMBM and Timur Turlov entered into the Acquisition Agreement, by which BMBM acquired FFIN, in exchange for 224,551,913 shares of BMBM’s common stock, which constituted approximately 80.1% of its 280,339,467 shares of issued and outstanding common stock after giving effect to such acquisition.
FFIN proposes to conduct business as a U.S. securities broker-dealer and proposes to file applications to become a member of FINRA and a licensed securities broker-dealer with the SEC and applicable state securities commissions.
Outside of the business from the Freedom Companies, we may also market or advertise our services in the United States, but have not determined the scope or direction of that effort.
The Acquisition Agreement also provides for our possible acquisition of the Freedom Companies (Freedom RU, including its subsidiary Freedom KZ, and Freedom CY) in separate closings. The acquisitions of Freedom RU and Freedom CY are separate transactions that are not interdependent, so we may acquire either, both, or none of such companies. http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11028100
Acquisitions of the Freedom Companies
Freedom RU and Freedom KZ
We have agreed to issue shares of our common stock to Mr. Turlov, the sole owner of Freedom RU, to acquire Freedom RU and its subsidiary Freedom KZ for what would constitute about 13% of our outstanding stock, after such acquisition. In addition to the general conditions precedent to closing set forth in the Acquisition Agreement, our acquisition of Freedom RU is expressly conditioned on Freedom RU receiving approval from the National Bank of Kazakhstan of the change in ownership, direct or indirect, of 25% or greater of the ownership in Freedom KZ.
We have agreed to issue shares to Mr. Turlov to acquire Freedom CY for what would constitute about 2% of our outstanding stock, after giving effect to such acquisition. Combining the shares to be issued to acquire Freedom CY with the shares Mr. Turlov would own after giving effect to the previous two acquisitions would increase his ownership of our common stock to approximately 95% of our issued and outstanding shares.
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Moscow/Kazakhstan/Cyprus Exchange Membership
Disclosure of information
Russian Federal Financial Markets Service license
Activity (volume ranking) KAZ
Activity (volume ranking) Moscow
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RAEX («Expert RA") has confirmed the credit rating of IC "Freedom Finance" at A
July 10, 2015
Rating agency RAEX («Expert RA") has confirmed the credit rating (long-term credit) Company IC "Freedom Finance" at A "high level of creditworthiness" rating sublevel - first, the forecast - "stable".
The specialization of IC "Freedom Finance" (LLC) is a broker and dealer activities on the Russian securities market, as well as the activity of the agent to attract customers of brokerage services with access to international financial markets.
The positive impact on the rating had a low debt burden (on 31.12.2014 the company's ratio of debt to equity was 0.06, the ratio of debt repayments over the next 12 months. To EBITDA for 2014 amounted to 0.34) and moderately high profitability (at 31.12.2014 ROA = 15,5%, ROE = 18,8%, ROS = 0,1%, the return on assets on the profit from sales - 0.81%, return on equity of the profit from sales - 0.99%) and high liquidity (liquidity ratios, adjusted for quality of short-term investments: the absolute liquidity ratio was 1.36; urgent - 2.21; the current - 2.21). "In 2014 the company became a participant of the currency section of the Moscow Stock Exchange and showed a significant increase in both the number of customers and the volume of received brokerage commissions. In addition, the company is actively expanding its presence in the Russian market: opening new offices in St. Petersburg, Kazan, Krasnodar, Lipetsk, Cherepovets. Business development accompanied by the growth of own funds: in 2014 the share capital was increased by 26%.This has a positive impact on the rating, "- said director of corporate ratings RAEX (« Expert RA ") Pavel Mitrofanov. Also positively influenced the ranking of moderately high quality assets (assets structure on 31.12.2014 r .: securities of issuers with ratings no lower than A scale RAEX («Expert RA") - 50%, repurchase agreements with the Central Committee - 9%), low currency risks (revenues and cost denominated in rubles), a low share of the largest company in the cost (14.5% in 2014) and the availability of collateral to raise financing (35% of the assets of the company on 31.12.2014 could potentially be the subject of collateral). In addition to the positive factors of the agency were assigned a high level of capital adequacy ratio (0.8 to 31.12.2014), no overdue accounts payable and receivable, and high growth rates of assets (in 2014 an increase of 73% over the last 3 years of growth 6.5 times), and the availability of financial statements publicly available on the company's website.
Moderating influence on the rankings were low diversification of the company. About half of the company's revenue for 2014 - it is the agent's fee and repayable contributions of the founder, the source of which is profit-related group companies (non-residents), the reliability of which is impossible to appreciate. There is also a constraining factors included: the low level of diversification of the structure of debt, the low level of the organization of risk management and the lack of insurance coverage. In addition, the moderating influence exerted no audit opinion on the financial statements for 2014, a moderately high proportion of payables in liabilities (20% for 31.12.2014), a high share of the largest company in the structure of the accounts payable (53% at 31.12. 2014), a moderately high proportion of receivables in assets (12%) and in the structure of current assets (19%).
The head office of IC "Freedom Finance" located in Moscow. On 31.12.2014 the company's assets were at the level of 531 million. Rub., Capital - 402 million. Rubles. Revenue at the end of 2014 amounted to 70 billion. Rub. And the net profit - 65 mln. Rubles.