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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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ASX: IAM
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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ASX: IAM
(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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ASX: IAM
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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ASX: IAM
| 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