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COMPLII FINTECH SOLUTIONS LTD Annual Report 2017

Aug 30, 2017

64639_rns_2017-08-30_623e8192-5ce9-40ef-8b88-1b7a430792d8.pdf

Annual Report

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ASX: IAM

Appendix 4E

Unaudited Preliminary Final Report

Results for announcement to the market for the year ended 30 June 2017

(Previous corresponding period: 30 June 2016)

30 June 2017
$’000
Revenuesfromordinary activities UP 3,454% to 488
(Loss)/Profit after tax attributable to members Down (306%) to (4,355)
Net Profit for the period attributabletomembers Down (306%) to (4,355)
30 June 2017 30 June 2016
Cents Cents
Net Tangible Assetsper security (0.15) (0.80)
Dividends (distributions) Amount per security Franked amount
per security
Final dividend NIL NIL
Interim dividend NIL NIL
Previous corresponding period NIL NIL
Record date for determining entitlements to the
dividend.
No dividends are proposed

Control gained over entities having material effect

Name of entity (or group
of entities)
Intiger Group Limited (formerly Star Striker Limited)
-
Intiger Asset Management Pty Ltd (ACN 606 729 328) (Intiger);
-
Intiger Process Enhancement Pty Ltd (ACN 610 159 209);
-
Intiger Asset Management Limited (a Hong Kong Company), HKCN
2254952;
-
Tiger 1 Limited (a Hong Kong Company), HKCN: 2258742;
-
Tiger 2 Limited (a Hong Kong Company), HKCN: 2258743; and
-
Lion 2 Business Process, Inc. (a Philippines Company), PIN: CS201522320;
Date from which such
profit has been
calculated
Refer to the unaudited preliminary financial statements and accompanying
note disclosure.
Contribution to the
reporting entity’s result
Refer to the unaudited preliminary financial statements and accompanying
note disclosure.

Comments by Directors

During the full year ending 30 June 2017 the Company successfully completed the following operational and financial activities:

On 18 August 2016, the Company announced the completion of the acquisition of Intiger Asset Management Pty Ltd and Associated Entities as below.

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 71 098 238 585 Ι www.intigergrouplimited.com.au

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ASX: IAM

Intiger Group Limited (previously ‘Star Striker Limited’) (ASX: IAM) (ACN 098 238 585) (Company) advised that all conditions precedent to the agreement entered into by the Company to acquire all of the issued capital of each of:

  • (a) Intiger Asset Management Pty Ltd (ACN 606 729 328) (Intiger);

  • (b) Intiger Process Enhancement Pty Ltd (ACN 610 159 209);

  • (c) Intiger Asset Management Limited (a Hong Kong Company), HKCN 2254952;

(d) Tiger 1 Limited (a Hong Kong Company), HKCN: 2258742;

  • (e) Tiger 2 Limited (a Hong Kong Company), HKCN: 2258743; and

  • (f) Lion 2 Business Process, Inc. (a Philippines Company), PIN: CS201522320,

as well as indirectly, Integra Asset Management Australia Pty Ltd (ACN 162 734 376), a wholly owned subsidiary of Intiger (together, the Intiger Group), (Acquisition) have been satisfied and the Company has completed the Acquisition.

Consideration

On 29 June 2016, the Company announced that the Public Offer pursuant to the replacement prospectus dated 16 June 2016 (Prospectus) for up to 174,030,549 Shares at an issue price of $0.02 per Share to raise up to $3,480,610.98 (before costs) had closed fully subscribed. The Prospectus was a recompliance prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy ASX requirements for re-listing following a change to the nature and scale of the Company’s activities.

In addition to the Public Offer, the Company issued the following securities on 18 August 2016 as detailed below:

  • 500,000,000 Performance Shares (being 250,000,000 Class A Performance Shares and 250,000,000 Class B Performance Shares) to the vendors of the Intiger Group in consideration for the acquisition of all of the shares in each of the entities comprising the Intiger Group, pursuant to the Agreement;

  • 50,000,000 Options to Merchant Capital Markets Pty Ltd (or its nominees) in consideration for the introduction of the Intiger Group to the Company;

  • 50,000,000 Options to the Proposed Directors under the Incentive Option Plan; and

  • 37,500,000 Shares to Mark Fisher as consideration for the extinguishment of debt owed by Intiger Asset Management Pty Ltd to Mark Fisher.

The capital structure of the Company following completion of the Offers and the Acquisition is summarised below:

Shares Full Subscription ($3,480,611)
Current issued capital 875,587,815
Issue of Shares pursuant to the Public Offer 174,030,549
Issue of Shares pursuant to the Acquisition Nil
Issue of Debt Conversion Shares 37,500,000
TOTAL 1,087,118,364
Performance Shares Full Subscription($3,480,611)

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 71 098 238 585 Ι www.intigergrouplimited.com.au

ASX: IAM

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Current issued capital Nil
Issue of Performance Shares under the Acquisition 500,000,000
TOTAL 500,000,000
Options Full Subscription($3,480,611)
Options currentlyon issue 302,682,093
Issue of Optionspursuant to Options Offer 50,000,000
Issue of Options to key management personnel and employees of the
Intiger Group
50,000,000
Issue of Optionspursuant to the Acquisition Nil
TOTAL 402,682,093

The Company held $2,038,180 in cash as at 30 June 2017, compared to $4,485,911 at 30 June 2016. Funds raising for the twelve months to 30 June 2017 was $244,016 through exercise of options. The Company has cash resources and liquidity for the near term but as it looks forward is still reliant on the ongoing support of significant shareholders and directors.

Operating results for the year

The statement of comprehensive income shows a net loss attributable to members of $4,374,164 (2016: loss of $1,072,419).

Significant events after the reporting date

On 31 July 2017, Intiger announced the launch of ‘BOOM’, an industry leading Back Office Online Management Portal, to aggressively reduce the cost & improve the efficiency of core administrative and paraplanning processes for the financial planning profession. Created in response to overwhelming industry demand fueled by the crippling time and cost of compliance, paraplanning and administration that practice owners face, BOOM is designed and developed to deliver profession-changing cost reductions and profit growth to financial planning practice owners.

Change of Company Name

Following shareholder approvals received at the General Meeting held on 10 June 2016, the Company confirmed the change of company name to “Intiger Group Limited” as registered with ASIC. Upon being readmitted to quotation on the ASX the Company’s shares began trading under the new ASX ticker code “IAM”.

Board and Management Changes

Upon completion of the Acquisition, the Company appointed Mr Mark Rantall as Chairman (resigned 7 April 2017), Mr Patrick Canion as a Non-Executive Director and Mr Mark Fisher as Executive Director. The Company confirmed the resignation of Mr Sonu Cheema and Mrs Loren King as directors of the Company. Mr Cheema remained in the capacity as Company Secretary for the Company. Subsequent to the financial year ending 30 June 2017, Mr Mathew Walker resigned as a Non-Executive Director of the Company and Mr Tony Chong was appointed as a Non-Executive Director effective 7 August 2017.

Status of Audit

This report is based on the Annual Financial Report which is in the process of being audited.

Patrick Canion

Chairman Reporting Period: 30 June 2017

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 71 098 238 585 Ι www.intigergrouplimited.com.au

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ASX: IAM

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017
Notes
Operating income
Other revenue
Impairment write down
8
Share based payment expense
Other expenses
3(a)
Loss before income tax expense
Income tax expense
Loss after tax from continuing operations
Net loss for the year
13
Other comprehensive income / (loss)
Items that will be reclassified subsequently to profit or loss when specific
conditions are met:
Exchange differences on translation of foreign operations
Total comprehensive loss for the year
Comprehensive loss attributable to:
Owners of the parent entity
Non-controlling interest
Basic loss per share (cents per share)
4
Basic loss per share from continuing operations (cents per share)
4
Diluted loss per share (cents per share)
4
Diluted loss per share from continuing operations (cents per share)
4
CONSOLIDATED
2017
$
2016
$ 472,281
-
16,420
13,749
(4,491)
(115,673)
(1,252,491)
-
(3,587,011)
(970,495)
(4,355,292)
(1,072,419)
-
-
(4,355,292)
(1,072,419)
(4,355,292)
(1,072,419)
(18,872)
-
(4,374,164)
(1,072,419)
(4,374,164)
(1,072,419)
-
-
(4,374,164)
(1,072,419)
(0.399)
(0.223)
(0.399)
(0.223)
(0.399)
(0.223)
(0.399)
(0.223)

The accompanying notes form part of these financial statements.

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 71 098 238 585 Ι www.intigergrouplimited.com.au

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ASX: IAM

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2017

Notes
Current Assets
Cash and cash equivalents
5
Trade and other receivables
6
Other
7
Total Current Assets
Non-Current Assets
Intangibles
14
Intiger loan facility
10
Available for Sale Assets
10
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
9
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Contributed equity
11
Reserves
12
Accumulated losses
13
Total Equity
CONSOLIDATED
2017
$
2016
$ 2,038,180
4,485,911
95,283
41,140
33,253
5,758
2,166,716
4,532,809
1,935,650
-
-
500,000
-
4,491
1,935,650
504,491
4,102,366
5,037,300
504,323
274,242
504,323
274,242
504,323
274,242
3,598,043
4,763,058
40,583,804
39,803,481
3,421,625
1,011,671
(40,407,386)
(36,052,094)
3,598,043
4,763,058

The accompanying notes form part of these financial statements.

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 71 098 238 585 Ι www.intigergrouplimited.com.au

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ASX: IAM

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017
Notes
Balance at 1 July 2015
Total comprehensive loss for the year
13
Transactions with owners in their
capacity as owners:
Shares issued (net of costs)
11
Shares to be issued under prospectus
offer
11
Options issued
12
Options forfeited
12
Total transactions with owners
At 30 June 2016
Balance at 1 July 2016
Total comprehensive loss for the year
13
Transactions with owners in their
capacity as owners:
Shares issued (net of costs)
11
Shares to be issued under prospectus
offer
11
Options issued
12
Options forfeited
12
Foreign exchange reserve
Total transactions with owners
At 30 June 2017
Contributed
equity
$
Accumulated
losses
$
Reserves
$
Total
Equity/(Net
Liabilities)
$
34,654,754
(34,979,674)
667,604
342,684
-
(1,072,419)
-
(1,072,419)
2,012,183
-
-
2,012,183
3,480,611
-
-
3,480,611
(344,067)
-
344,067
-
-
-
-
-
5,148,727
-
344,067
5,492,794
39,803,481
(36,052,094)
1,011,671
4,763,058
39,803,481
(36,052,094)
1,011,671
4,763,058
-
(4,355,292)
-
(4,355,292)
780,323
-
-
780,323
-
-
-
-
-
-
2,428,825
2,428,825
-
-
-
-
-
-
(18,872)
(18,872)
780,323
-
2,409,953
3,190,276
40,583,804
(40,407,386)
3,421,624
3,598,043

The accompanying notes form part of these financial statements.

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 71 098 238 585 Ι www.intigergrouplimited.com.au

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ASX: IAM

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

Notes
Cash flows from operating activities
Receipts from customers
Interest income
Payment to suppliers and employees
Net cash flows provided by/(used in) operating activities
Cash flows from investing activities
Payments for subsidiary, net of cash acquired
Loan facility
Net cash flows provided by/(used in) investing activities
Cash flows from financing activities
Proceeds from issue of shares and options
Proceeds from prospectus offer for shares to be issued
Share issue costs
Net cash flows provided by/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at the end of the year
5
CONSOLIDATED
2017
$
2016
$ 446,750
-
16,420
13,748
(2,961,812)
(842,768)
(2,498,642)
(829,020)
20,589
-
-
(500,000)
20,589
(500,000)
244,016
2,207,452
-
3,480,611
(213,694)
(195,269)
30,322
5,492,794
(2,447,731)
4,163,773
4,485,911
322,138
2,038,180
4,485,911

The accompanying notes form part of these financial statements.

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 71 098 238 585 Ι www.intigergrouplimited.com.au

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ASX: IAM

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

1. GENERAL INFORMATION

During the year ending 30 June 2017, the Company lodged a re-compliance prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy ASX requirements for re-listing following a change to the nature and scale of the Company’s activities. The replacement prospectus dated 16 June 2016, replaced the original prospectus dated 2 June 2016 relating to the Securities of Intiger Group Limited (formerly Star Striker Limited) (ACN 098 238 585).

2. SIGNIFICANT ACCOUNTING POLICIES

These unaudited preliminary consolidated financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001 , Accounting Standards and Interpretations, and comply with other requirements of the law.

The unaudited preliminary financial statements comprise the consolidated financial statements of the Company and its controlled entity (collectively the Group). The unaudited preliminary financial statements were authorised for issue by the directors on 31 August 2017.

2.1.1 Basis of preparation

The financial statements comprise the unaudited preliminary consolidated financial statements of the Group. For the purposes of preparing the unaudited preliminary consolidated financial statements, the Company is a for-profit entity. Material accounting policies adopted in the preparation of these unaudited preliminary financial statements are presented below. They have been consistently applied unless otherwise stated.

2.1.2 Statement of compliance

These unaudited preliminary financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board ( AAS Board ) and International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ), and the Corporations Act 2001 (Cth).

Australian Accounting Standards ( AASBs ) set out accounting policies that the AAS Board has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with AASBs ensures that the unaudited preliminary financial statements and notes also comply with IFRS as issued by the IASB.

2.1.3 Financial position

The unaudited preliminary consolidated financial statements have been prepared on an accruals basis and are based on historical costs modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. Historical cost is generally based on the fair values of the consideration given in exchange for goods and services.

The unaudited preliminary financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business.

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 71 098 238 585 Ι www.intigergrouplimited.com.au

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ASX: IAM

The Group has incurred a net loss after tax for the year ended 30 June 2017 of $4,355,452 and a net cash outflow from operations of $2,569,232. At 30 June 2017, the Group has net current assets of $1,662,392 and net equity of $3,598,043.

Based on a cash flow forecast, the Group has sufficient working capital to fund its mandatory obligations for the period ending 12 months from the date of this report. Should the Group be unable to generate sufficient funds from its operations or it is unable to raise sufficient capital, the planned operations and software development may have to be amended. The Board is confident in securing sufficient additional capital to fund the operations of the Group. The Directors consider the going concern basis of preparation to be appropriate based on forecast cash flows and confidence in raising additional funds.

2.1.4 Basis of consolidation

These unaudited preliminary consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Intiger Group Limited (‘Company’ or ‘Parent Entity’) as at 30 June 2017 and the results of all subsidiaries for the year then ended. Intiger Group Limited and its subsidiaries are referred to in this financial report as the Group or the Consolidated Entity.

The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. The parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

Business combinations have been accounted for using the acquisition method of accounting.

2.1.5 Use of estimates and judgments

The preparation of consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. These estimates and associated assumptions are based on historical experience and various factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

Key estimates and judgements used in the preparation of these unaudited preliminary financial statements are included as follows.

Recovery of financial assets

The directors have reviewed the recoverability of the carrying amount of the Group’s financial assets, made up of equity, options and receivables in relation to Sugar Dragon Limited. Significant management judgement is required in considering whether these financial assets will recover their full value in time or whether they should be impaired.

Valuation of performance shares

The Company is required to assess the value of the performance shares issued as part of the business combination (refer to note 14), which requires significant management judgement on assessing the likelihood of conversion. The Company has not assigned a value to the Performance Shares as these are contingent on future events for which no reasonable basis as to the likelihood of them converting is present.

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 71 098 238 585 Ι www.intigergrouplimited.com.au

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ASX: IAM

Valuation of Options

During the period, Options were issued as part of the consideration for the Intiger acquisition, and further Options were issued to an advisor (being, Merchant Capital Markets Pty Ltd) for the introduction of the Intiger Group to the Company. Options were also issued on 21 April 2017 pursuant to the Company’s Employee Incentive Scheme in consideration for services to be provided by certain employees of the Company. Significant management judgement is required in relation to assigning a value to the options.

Impairment of intangibles with indefinite useful lives:

The Group determines whether intangibles with indefinite useful lives are impaired at least on an annual basis. This requires an estimation of the recoverable amount of the cash generating units to which the intangibles with indefinite useful lives are allocated.

2.1.6 Comparative figures

Where required by AASBs comparative figures have been adjusted to conform with changes in presentation for the current financial year.

3. EXPENSES
(a) Other expenses
Consulting fees
Legal fees
Administration expenses
Auditor’s remuneration
ASX fees
Directors’ fees and salaries
Secretarial fees
Professional accounting fees
Debt-to-equity conversion
CONSOLIDATED
2017
$
2016
$ 526,561
-
151,767
-
1,034,274
626,543
50,525
65,245
62,944
57,984
824,455
204,636
120,000
119,500
61,994
12,260
750,000
-
3,587,011
1,086,168

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 71 098 238 585 Ι www.intigergrouplimited.com.au

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ASX: IAM

CONSOLIDATED

4. EARNINGS/(LOSS) PER SHARE
Basic loss per share:
Total basic loss per share
Diluted loss per share
Total diluted loss per share
The earnings and weighted average number of ordinary shares used
in the calculation of basic per share is as follows:
Loss
Weighted average number of ordinary shares for the purposes of
basic loss per share
Effect of dilution:
Share options (a)
Shares to be issued under prospectus offer (a)
Weighted average number of ordinary shares for the purposes of
basic and diluted loss per share
2017
2016
Centsper share
Centsper share
(0.399)
(0.223)
(0.399)
(0.223)
$ $ (4,355,291)
(1,072,419)
Number
Number
1,092,248,140
480,413,597
-
-
-
-
1,092,248,140
480,413,597

(a) Diluted loss per share arising from the options and unissued shares is not reflected as the result is anti-dilutive in nature.

ASH AND CASH EQUIVALENTS
Reconciliation of cash
Cash at the end of the financial year as shown in the consolidated
statement of cash flows is reconciled to items in the consolidated
statement of financial position as follows:
Cash at bank and cash in hand
Cash held in trust account under prospectus offer
ADE AND OTHER RECEIVABLES
Current
Other receivables (i)
CONSOLIDATED
2017
$ 2016
$ 2,038,180
868,974
-
3,616,937
2,038,180
4,485,911
CONSOLIDATED
2017
$ 2016
$ 95,283
41,140
95,283
41,140

5. CASH AND CASH EQUIVALENTS

6. TRADE AND OTHER RECEIVABLES

(i) Other receivables are non-interest bearing and expected to be received in 30 days.

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 71 098 238 585 Ι www.intigergrouplimited.com.au

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ASX: IAM

The Group has no concentration of credit risk with respect to any single counter party or group of counter parties. All of the other receivables are based in Australia. No amounts of other receivables are past due nor impaired.

7. OTHER CURRENT ASSETS

7. OTHER CURRENT ASSETS
Current
Prepayments
8. IMPAIRMENT WRITE DOWNS
Impairment write down – Sugar Dragon (i)
(i) Investment in Sugar Dragon
Balance at the beginning of the year
Expenditure incurred
Impairment write down*
Carrying value of investment
CONSOLIDATED
2017
2016
$ $ 33,252
5,758
33,252
5,758
CONSOLIDATED
2017
2016
$ $ (4,491)
(115,673)
(4,491)
(115,673)
CONSOLIDATED
2017
2016
$ $ 4,491
120,164
-
-
(4,491)
(115,673)
-
4,491

Refer to Note 10 for further details around the carrying value and impairment recognised on the investment in Sugar Dragon.

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 71 098 238 585 Ι www.intigergrouplimited.com.au

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ASX: IAM

9. TRADE AND OTHER PAYABLES

9. TRADE AND OTHER PAYABLES
Current
Trade payables
Accrued expenses
Amounts refundable on over subscription of prospectus offer
Included in the above balance are the following amounts
payable to current Directors and their related entities:
Current Directors and their related entities
10. OTHER FINANCIAL ASSETS
Unlisted Shares:
Cost (i)
Accumulated impairment losses
Net carrying amount
Loan Receivable:
Cost (ii)
Net carrying amount
CONSOLIDATED
2017
$ 2016
$ 281,042
73,250
223,281
66,292
-
134,700
504,323
274,242
251,042
9,000
251,042
9,000
CONSOLIDATED
2017
$ 2016
$ 4,491
500,000
(4,491)
(495,509)
-
4,491
-
500,000
-
500,000

(i) During the year ended 30 June 2015, a total of 7,692,308 fully paid ordinary shares were acquired at a conversion price of $0.065 per share, providing IAM with a 15% equity position in Sugar Dragon Limited. Following the ASX decision to not admit Sugar Dragon Limited to official list pursuant to lodgement of a Prospectus with ASIC on 27 January 2016 and ASX listing application submitted on 2 February 2016, the management of Intiger Group recognised an impairment expense of $4,491 for the year ended 30 June 2017 (2016: $115,673).

(ii) Pursuant to the binding term sheet, IAM provided Intiger Asset Management Pty Ltd a loan facility of up to $500,000 in order to meet expenditure commitments and settle existing liabilities.

11. CONTRIBUTED EQUITY


Ordinary shares issued and fully paid
Ordinary shares to be issued pursuant to prospectus offer
CONSOLIDATED
2017
$ 2016
$ 40,583,804
36,322,870
-
3,480,611
40,583,804
39,803,481

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 71 098 238 585 Ι www.intigergrouplimited.com.au

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Fully paid ordinary shares carry one vote per share and carry the right to dividends. Changes to the then Corporations Law abolished the authorised capital and par value concept in relation to share capital from 1 July 1998. Therefore, the company does not have a limited amount of share capital and issued shares do not have a par value.

(i) Movement in ordinary shares on issue
At 1 July 2015
Fully paid shares issued for cash

Option Conversion

Share Placement

Share issue costs
Shares to be issued – Prospectus offer (b)
Option reserve
At 30 June 2016
At 1 July 2016
Fully paid shares issued for cash

Option Conversion
Share issue costs
Shares to be issued – Prospectus offer (b)
Shares issued for Debt Conversion
Option reserve
At 30 June 2017
Number
$ 592,333,333
34,654,754
78,092,898
314,372
205,161,584
1,891,100
-
(192,752)
-
3,480,611
-
(344,604)
875,587,815
39,803,481
Number
$
875,587,815
39,803,481
31,252,032
244,016

-
(213,694)
174,030,549
-
37,500,000
750,000
-
-
1,118,370,396
40,583,804

*Option conversion for 750,000 fully paid ordinary IAM shares processed as at 30 June 2017 with monies from options exercise received post 30 June 2017.

(a) Capital management

Management controls the capital of the Group in order to provide the shareholders with adequate returns and ensure that the Group can fund its operations and continue as a going concern. The Group’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets. There are no externally imposed capital requirements. Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues. There have been no changes in the strategy adopted by management to control the capital of the Group since the prior year. Refer to note 17 for how the Group manages its liquidity risk.

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 71 098 238 585 Ι www.intigergrouplimited.com.au

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(b) Prospectus offer

Fully paid ordinary shares have the right to receive dividends as declared and entitle their holder to vote either in person or by proxy at a meeting of the Company. On 29 June 2016 the Company advised that its offer of up to 174,030,549 fully paid ordinary shares at an issue price of $0.02 per Share to raise up to $3,480,611 pursuant to the replacement prospectus dated 16 June 2016, had closed fully subscribed. Any additional applicants under the offer over and above the prescribed offer had been refunded application monies post year end. The shares were issued on 18 August 2016.

12. RESERVES
Options Reserve
At 1 July 2015
Options issued as per share placements
Options exercised
Options expired/forfeited
At 1 July 2016
Options issued
Options exercised
Options expired/forfeited
At 30 June 2017
CONSOLIDATED
Number
$ 303,961,801
667,604
77,194,826
344,067
(78,092,898)
-
(381,636)
-
302,682,093
1,011,671
140,000,000
2,428,825
(31,252,032)
-
-
-
411,430,061
3,440,496

The reserve is used to record the value of equity benefits provided to employees and directors as part of their remuneration.

Foreign Exchange Reserve

At 1 July 2016 - Exchange differences on translation of foreign operations (18,872) At 30 June 2017 (18,872)

The foreign currency translation reserve records exchange differences arising on translation of a foreign controlled subsidiary.

At 30 June 2017
The foreign currency translation reserve records exchange differences arising on
controlled subsidiary.
(18,872)
translation of a foreign
13. ACCUMULATED LOSSES
Movements in accumulated losses
At 1 July
Loss attributable to the members of the parent entity
At 30 June
CONSOLIDATED
2017
$ 2016
$ (36,052,094)
(34,979,674)
(4,355,291)
(1,072,419)
(40,407,385)
(36,052,094)

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 71 098 238 585 Ι www.intigergrouplimited.com.au

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14. BUSINESS COMBINATION

On 18 August 2016, the Company announced the completion of the acquisition of Intiger Asset Management Pty Ltd and Associated Entities as below.

The Company acquired all of the issued capital of each of:

Intiger Asset Management Pty Ltd (ACN 606 729 328) (Intiger); Intiger Process Enhancement Pty Ltd (ACN 610 159 209);

Intiger Asset Management Limited (a Hong Kong Company), HKCN 2254952; Tiger 1 Limited (a Hong Kong Company), HKCN: 2258742; Tiger 2 Limited (a Hong Kong Company), HKCN: 2258743; and Lion 2 Business Process, Inc. (a Philippines Company), PIN: CS201522320,

as well as indirectly, Integra Asset Management Australia Pty Ltd (ACN 162 734 376), a wholly owned subsidiary of Intiger (together, the Intiger Group).

Consideration

  • $50,000 cash consideration;

  • $500,000 non-cash consideration on effective settlement of pre-existing loan;

  • 500,000,000 Performance Shares (being 250,000,000 Class A Performance Shares and 250,000,000 Class B Performance Shares) to the vendors of the Intiger Group in consideration for the acquisition of all of the shares in each of the entities comprising the Intiger Group, pursuant to the Agreement;

  • 50,000,000 Options to the Proposed Directors under the Incentive Option Plan; and

  • The total value of the consideration was $1,726,333 comprising of an issue of equity instruments, cash and non-cash components as per above.

The Company has not assigned a value to the Performance Shares as these are contingent on future events for which no reasonable basis as to the likelihood of them converting is present. The key conversion terms and conditions on performance shares are listed below.

A Performance Share in the relevant class will convert upon the achievement of:

Class A: the aggregate audited consolidated net profit after tax of the Intiger Group being not less than A$1,000,000 between the date of issue of the Performance Shares and 30 June 2019 (Milestone).

Class B: the aggregate audited consolidated net profit after tax of the Intiger Group being not less than A$4,000,000 between the date of issue of the Performance Shares and 30 June 2019. (Milestone).

Class C: the aggregate audited consolidated net profit after tax of the Intiger Group being not less than A$11,000,000 between the date of issue of the Performance Shares and 30 June 2019 (Milestone). Class D: the aggregate audited consolidated net profit after tax of the Intiger Group being not less than A$40,000,000 between the date of issue of the Performance Shares and 30 June 2019 (Milestone).

A Performance Share in the relevant class will, upon achievement of the relevant Milestone, convert into: Class A: one Class C Performance Share and one Share.

Class B: one Class D Performance Share and one Share.

Class C: one Share.

Class D: one Share.

Consideration transferred

Acquisition date fair value of the consideration transferred:

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 71 098 238 585 Ι www.intigergrouplimited.com.au

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Cash consideration
Non-cash consideration
Option issues
Total consideration
30 June 2017
$
50,000
500,000
1,176,333
1,726,333

Acquisition related costs of $292,857 are included in other expenses in the statement of comprehensive income. Directly attributable costs of raising equity have been included as a deduction from equity.

Assets acquired and liabilities assumed at the date of acquisition

The Group has provisionally recognised the fair values of the identifiable assets and liabilities based upon the best information available as of the reporting date. Provisional business combination accounting is as follows:

Cash and cash equivalents
Trade receivables
Less:
Trade and other payables
Provisional fair value of identifiable net
liabilities
Value of Intellectual Property acquired (refer
note i)
Fair value at
acquisition
date
$
70,589
18,254
(298,160)
(209,317)
1,935,650

The initial accounting for the acquisition of Intiger Group Limited has only been provisionally determined at the end of the half-year reporting period. As noted above, the consideration includes a significant portion contingent on performance conditions, which may be recognized should the achievement of these conditions becomes likely.

(i) Value of Intellectual Property acquired

The Group has assessed that the value of the excess of the consideration transferred, the amount of any noncontrolling interest in the acquire, and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the net identifiable liabilities acquired is represented as the value of the Intellectual Property (“IP”) of the Intiger Group acquired as part of the business combination.

Net cash flow arising on acquisition

The cash flow on acquisition is as follows:

Cash paid
Cash acquired
Net cash inflow
30 June 2017
$
(50,000)
70,589
20,589

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 71 098 238 585 Ι www.intigergrouplimited.com.au

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ASX: IAM

- ENDS -

For further information, please contact:

Sonu Cheema

Company Secretary P: +61 8 6489 1600 F: +61 8 6489 1601 E: [email protected]

Suite 9, 330 Churchill Avenue, Subiaco WA 6008 Ι PO Box 866, Subiaco WA 6904 P + 61 8 6489 1600 Ι F + 61 8 6489 1601 Ι ABN 71 098 238 585 Ι www.intigergrouplimited.com.au