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COMPLII FINTECH SOLUTIONS LTD Capital/Financing Update 2017

Dec 5, 2017

64639_rns_2017-12-05_a161a96c-20e4-4f7b-9241-46df5b2f32c8.pdf

Capital/Financing Update

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ASX: IAM

6 December 2017

Australian Securities Exchange ( ASX ) Level 40, Central Park 152-158 St George's Terrace Perth WA 6000

CLEANSING NOTICE UNDER SECTION 708A THE CORPORATIONS ACT 2001 (CTH)

Intiger Group Limited (“Intiger Group” or the “Company”) advises that it has issued 33,095,526 shares at an issue price of $0.008 per share to raise $264,764.21 arising on conversion of listed options (“ IAMOA ”). An Appendix 3B is attached with respect to the new securities issued.

The Company gives this Notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the “Corporations Act”).

The shares of the Option Conversion were issued without disclosure to investors under Part 6D.2 of the Corporations Act.

As at the date of this Notice, the Company has complied with:

  • ➢ the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

  • ➢ section 674 of the Corporations Act.

As at the date of this Notice, there is no excluded information for the purposes of section 708A(7) and 708A(8) of the Corporations Act.

- ENDS -

For further information, please contact: Investors Industry Patrick Canion Mark Fisher Chairman Executive Director & Founder E:[email protected] E:[email protected] T: +61 8 6489 1600 T: +61 8 6489 1600 F: +61 8 6489 1601 F: +61 8 6489 1601

About Intiger Group Limited

The business of Intiger Group Limited (ASX: IAM) , was founded by experienced investment banking and financial services executive Mark Fisher and operates an Australian software development house dedicated to supporting professional Financial Planners to meet the needs of their clients. Intiger does this by reducing the back office and operational costs within the Australian financial planning industry. Working with Australian Financial Services Licensees and their advisers, the Intiger Group has developed and launched proprietary software platform LiLLY, which has been designed to digitise and automate core components of the financial planning process including the production of automated statements of advice. In conjunction with LiLLY, the Intiger Group has presented the online practice management system KLIP which tracks key performance indicators of a financial planning practice and delivers oversight and control to both licensors and financial planning practices nationally.

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.intiger.com.au

Appendix 3B New issue announcement

––Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Intiger Group Limited

ACN

098 238 585

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of+securities issued or to
be issued
2
Number of+securities issued or
to be issued (if known) or
maximum number which may be
issued
3
Principal terms of the+securities
(e.g. if options, exercise price
and expiry date; if partly paid
+securities,
the
amount
outstanding and due dates for
payment;
if
+convertible
securities, the conversion price
and dates for conversion)
4
Do the+securities rank equally in
all respects from the+issue date
with an existing+class of quoted
+securities?
Fully Paid Ordinary Shares (“FPO”)
33,095,526
Fully Paid Ordinary Shares (“FPO”)
Yes, rank equally with existing quoted shares
  • See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

If the additional+securities do
not rank equally, please state:
• the date from which they do
• the extent to which they
participate
for
the
next
dividend, (in the case of a
trust, distribution) or interest
payment
• the extent to which they do
not rank equally, other than
in
relation
to
the
next
dividend,
distribution
or
interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly
identify those assets)
6a
Is the entity an+eligible entity
that has obtained security holder
approval under rule 7.1A?
If Yes, complete sections 6b – 6h
in relation to the+securities the
subject of this Appendix 3B, and
comply with section 6i
6b
The date the security holder
resolution under rule 7.1A was
passed
6c
Number of+securities issued
without security holder approval
under rule 7.1
6d
Number of+securities issued
with security holder approval
under rule 7.1A
$0.008
per
share
for
total
consideration
of
$264,764.21
33,095,526 – Issue of Shares following receipt of
Listed Options (“IAMOA”) exercise notice.
Yes
At the Company’s Annual General Meeting held on 29
November 2017
Nil
Nil

Appendix 3B New issue announcement

6e
Number of+securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)
6f
Number of+securities issued
under an exception in rule 7.2
6g
If+securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+issue date and both values.
Include the source of the VWAP
calculation.
6h
If+securities were issued under
rule
7.1A
for
non-cash
consideration, state date on
which valuation of consideration
was released to ASX Market
Announcements
6i
Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements
7
+Issue dates
Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule
19.12). For example, the issue date for a pro rata
entitlement issue must comply with the
applicable timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the
+securities in
section 2 if applicable)
9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the
+securities in
section 2 if applicable)
Nil Nil
Nil
Nil
Nil
Remaining Issue Capacity under Rule 7.1
177,387,076 Shares
Remaining Issue Capacity under Rule 7.1A
118,258,051 Shares

118,258,051 Shares
4 December 2017
Number +Class
1,145,080,506
207,219,951
Fully Paid Ordinary Shares
(“IAMOA”)
31
December
2017
Listed
Options
exercisable at $0.008 per
Option
Number +Class
37,500,000 Fully Paid Ordinary Shares
classified
as
restricted
securities.
  • See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Appendix 3B New issue announcement

50,000,000
50,000,000
40,000,000
250,000,000
250,000,000
Unquoted options exercisable
at $0.02 on or before 30 June
2020
Unquoted options exercisable
at $0.02 on or before 30 June
2020
Unquoted options exercisable
at $0.02 on or before 30 June
2020 and subject to the
following vesting conditions:
(i)
12,500,000
vest
and become exercisable upon
the
aggregate
audited
consolidated net profit after
tax of the Intiger Group being
not less than A$1 million
between the date of issue of
the Options and 30 June
2020;
(ii)
12,500,000
vest
and become exercisable upon
the
aggregate
audited
consolidated net profit after
tax of the Intiger Group being
not less than A$4 million
between the date of issue of
the Options and 30 June
2020;
(iii)
7,500,000 vest and
become exercisable upon the
aggregate
audited
consolidated net profit after
tax of the Intiger Group being
not less than A$11 million
between the date of issue of
the Options and 30 June
2020; and
(iv)
7,500,000 vest and
become exercisable upon the
aggregate
audited
consolidated net profit after
tax of the Intiger Group being
not less than A$40 million
between the date of issue of
the Options and 30 June
2020.
Class A Performance Shares
classified
as
restricted
securities. Each Class A
Performance Share converts
into one Class C Performance
Share and one Fully Paid
Ordinary Share upon the
aggregate
audited
consolidated net profit after
tax of the Intiger Group being
not less than A$1 million
between the date of issue of
the Performance Shares and
30 June 2019.

Appendix 3B New issue announcement

Class B Performance Shares classified as restricted securities. Each Class B Performance Share converts one Class D Performance Share and one Fully Paid Ordinary Share upon the aggregate audited consolidated net profit after tax of the Intiger Group being not less than A$4 million between the date of issue of the Performance Shares and 30 June 2019.

10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities will N/A be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements? N/A 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the N/A entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

  • See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

19
Closing
date
for
receipt
of
acceptances or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee
or commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
24
Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
25
If the issue is contingent on
security holders’ approval, the
date of the meeting
26
Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
27
If the entity has issued options,
and the terms entitle option
holders to participate on exercise,
the date on which notices will be
sent to option holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do security holders sell their
entitlements_in full_through a
broker?
31
How do security holders sell_part_
of their entitlements through a
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A

Appendix 3B New issue announcement

broker and accept for the balance?

  • 32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

33 +Issue date

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of[+] securities ( tick one )

  • (a) +Securities described in Part 1

(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

  • See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Appendix 3B New issue announcement

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all N/A +securities quoted on ASX ( including the[+] securities in clause 38)

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

Appendix 3B New issue announcement

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted +quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: …6 December 2017….. (Company secretary)

Print name: ....Sonu Cheema..................................

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

art 1 art 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insertnumber of fully paid+ordinary
securities on issue 12 months before the
+issue date or date of agreement to issue
875,587,815
Addthe following:
• Number of fully paid+ordinary
securities issued in that 12 month
period under an exception in rule 7.2
• Number of fully paid+ordinary
securities issued in that 12 month
period with shareholder approval
• Number of partly paid+ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
37,500,000 (Debt Conversion Shares)
174,030,549 (Shares issued under Offer)
95,462,142 (Option Conversion)

Appendix 3B New issue announcement

Subtractthe number of fully paid
+ordinary securities cancelled during that
12 month period
Nil
“A” 1,182,580,506

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A” Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 177,387,076
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insertnumber of+equity securities issued
or agreed to be issued in that 12 month
period_not counting_those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under
rule 7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
Nil
“C” Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
177,387,076
Subtract“C”
Note: number must be same as shown in
Step 3
Nil
  • It may be useful to set out issues of securities on different dates as separate line items

  • “C” Nil

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

placement capacity under rule 7.1
“A” x 0.15 177,387,076
Note: number must be same as shown in
Step 2
Subtract“C” Nil
Note: number must be same as shown in
Step 3
  • See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Appendix 3B New issue announcement

Total [“A” x 0.15] – “C” 177,387,076 [Note: this is the remaining placement capacity under rule 7.1]

Part 2

art 2 art 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
Note: number must be same as shown in
Step 1 of Part 1
1,182,580,506
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 118,258,051
Step 3: Calculate “E”, the amount
7.1A that has already been used
of placement capacity under rule
Insertnumber of+equity securities issued
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as
separate line items
N/A
“E” N/A

Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2
118,258,051
Subtract“E”
Note: number must be same as shown in
Step 3
N/A
Total[“A” x 0.10] – “E” 118,258,051
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013