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COMPLII FINTECH SOLUTIONS LTD Capital/Financing Update 2017

Apr 10, 2017

64639_rns_2017-04-10_af39d61c-8965-4ad1-81f0-5f9a06ca746d.pdf

Capital/Financing Update

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ASX: IAM

==> picture [377 x 45] intentionally omitted <==

11 April 2017

The Manager Market Announcements Office Australian Securities Exchange Exchange Centre 20 Bridge Street SYDNEY NSW 2000

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

Directors

Patrick Canion: Chairman

Mark Fisher: Executive Director

Mathew Walker: Director

Sonu Cheema: Company Secretary

Intiger Group Limited (“Intiger Group” or the “Company”) advises that it has issued 7,165,000 shares at an issue price of $0.008 per share to raise $57,320 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:

Issued Capital

1,074,666,433 (“IAM”) Fully Paid Ordinary Shares

277,634,024 (“IAMOA”) 31 December 2017 Listed Options exercisable at $0.008 per Option

37,500,000 Fully Paid Ordinary Shares classified as restricted securities

100,000,000 Unquoted Options exercisable at $0.02 on or before 30 June 2020

250,000,000 Class A Performance Shares classified as restricted securities

250,000,000 Class B Performance Shares classified as restricted securities

➢ 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
Mathew Walker
Corporate Director
E:[email protected]
T: +61 8 6489 1600
F: +61 8 6489 1601
Industry
Mark Fisher
Executive Director & Founder
E:[email protected]
T: +61 8 6489 1600
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

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
1)
Fully Paid Ordinary Shares (“FPO”)
2)
Fully Paid Ordinary Shares (“FPO”)
1)
2,165,000
2)
5,000,000
1)
Fully Paid Ordinary Shares rank equally
2)
Fully Paid Ordinary Shares rank equally
1)
Yes, rank equally with existing quoted shares
2)
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

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

$0.008 per share for total consideration of $57,320

5 Issue price or consideration $0.008 per share for total consideration of $57,320 6 Purpose of the issue 1) 2,165,000 – Issue of Shares following receipt of (If issued as consideration for Listed Options (“IAMOA”) exercise notice. 2) 5,000,000 – Issue of Shares following receipt of the acquisition of assets, clearly Listed Options (“IAMOA”) exercise notice. identify those assets)

6a Is the entity an[+] eligible entity 1) Yes that has obtained security 2) Yes 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 At the Company’s Annual General Meeting held on resolution under rule 7.1A was 30 November 2016 passed 6c Number of[+] securities issued Nil without security holder approval under rule 7.1 6d Number of[+] securities issued Nil with security holder approval under rule 7.1A

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
166,824,965 Shares
Remaining Issue Capacity under Rule 7.1A
111,216,643 Shares

111,216,643 Shares
1)
7 April 2017
2)
10 April 2017
Number +Class
1,074,666,433
277,634,024
Fully Paid Ordinary Shares
(“IAMOA”)
31
December
2017
Listed
Options
exercisable at $0.008 per
Option
Number +Class
37,500,000
50,000,000
Fully
Paid
Ordinary
Shares
classified
as
restricted
securities.
Unquoted exercisable at $0.02
  • See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Appendix 3B New issue announcement

10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
50,000,000
250,000,000
250,000,000
on or before 30 June 2020
Unquoted exercisable at $0.02
on or before 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.
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
June2019.
N/A

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 N/A will be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements

Appendix 3B New issue announcement

16
Will
holdings
on
different
registers (or subregisters) be
aggregated
for
calculating
entitlements?
17
Policy for deciding entitlements
in relation to fractions
18
Names of countries in which the
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.
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
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

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
broker
and
accept
for
the
balance?
32
How do security holders dispose
of their entitlements (except by
sale through a broker)?
33
+Issue date
N/A
N/A
N/A
N/A
N/A
N/A
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

Appendix 3B New issue announcement

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)

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

  • See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Appendix 3B New issue announcement

  • 41 Reason for request for quotation now

N/A

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another[+] security, clearly identify that other[+] security)

  • 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)
Number +Class
N/A

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.

  • 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.

Appendix 3B New issue announcement

  • 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: …11 April 2017….. (Company secretary)

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

== == == == ==

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

Part 1 Part 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
37,500,000 (Debt Conversion Shares)
174,030,549 (Shares issued under Offer)
25,048,069 (Option Conversion)
  • See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Appendix 3B New issue announcement

  • 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

  • Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period “A” 1,112,166,433

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 0.15 166,824,965
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
166,824,965

Appendix 3B New issue announcement

Subtract“C”
Note: number must be same as shown in
Step 3
Nil
Total[“A” x 0.15] – “C” 166,824,965
[Note: this is the remaining placement
capacity under rule 7.1]

Part 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” 1,112,666,433 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 111,216,643

  • Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of[+] equity securities issued N/A 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

  • “E” N/A

  • See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

Appendix 3B New issue announcement

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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
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
111,216,643
Subtract“E”
Note: number must be same as shown in
Step 3
N/A
Total[“A” x 0.10] – “E” 111,216,643
Note: this is the remaining placement
capacity under rule 7.1A