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COMPLII FINTECH SOLUTIONS LTD — Interim / Quarterly Report 2017
Feb 27, 2017
64639_rns_2017-02-27_fcc31738-acb3-497c-aa42-6207987f3cdf.pdf
Interim / Quarterly Report
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ASX: IAM
28 February 2017
Australian Securities Exchange Level 40, Central Park 152-158 St George's Terrace Perth WA 6000
APPENDIX 4D AND HALF-YEAR REPORT FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2016
Please find attached Appendix 4D – Half-Year Report and the Company’s Half-Year Financial Report for the period ended 31 December 2016.
The half-year financial report does not include all the notes of the type normally included in an annual financial report and accordingly the financial report should be read in conjunction with the annual financial report for the year ended 30 June 2016.
The financial report for the half-year ended 31 December 2016 incorporates a review of operations during the period.
By Order of the Board
For further information contact:
Sonu Cheema Company Secretary
Intiger Group Limited Tel: (+61 8) 6489 1600 [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
INTIGER GROUP LIMITED
APPENDIX 4D
for the half-year ended 31 December 2016
RESULTS FOR ANNOUNCEMENT TO THE MARKET
| Revenue from Ordinary Activities: | 208,843 |
|---|---|
| Previous Corresponding Period: | 4,689 |
| Percentage Change: | Up 4354% |
| Net Loss from ordinary activities Attributed to Members: | (3,396,510) |
| Previous Corresponding Period: | (249,597) |
| Percentage Change: | Down 1261% |
| Net Comprehensive Loss Attributed to Members: | (3,396,510) |
| Previous Corresponding Period: | (249,597) |
| Percentage Change: | Down 1261% |
For a discussion on the items above refer to the Review of Operations section contained in the Directors’ Report on the next page.
| There is no proposal to pay a dividend. | |
|---|---|
| Net Tangible Assets Per Security: | 0.0039 |
| Previous Corresponding Period: | 0.0022 |
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(formerly Star Striker Limited) ABN 71 098 238 585
INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2016
CONTENTS
| PAGE | |
|---|---|
| CORPORATE INFORMATION | 1 |
| DIRECTORS’ REPORT | 2 |
| AUDITOR’S INDEPENDENCE DECLARATION | 4 |
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | 5 |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 6 |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | 7 |
| CONSOLIDATED STATEMENT OF CASH FLOWS | 8 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | 9 |
| DIRECTORS’ DECLARATION | 16 |
| INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF INTIGER GROUP LIMITED | 17 |
CORPORATE INFORMATION
DIRECTORS
Mr M Rantall (Non-Executive Chairman) Mr M Fisher (Executive Director) Mr P Canion (Non-Executive Director) Mr M Walker (Non-Executive Director)
REGISTERED OFFICE
Level 2, 330 Churchill Avenue Subiaco WA 6008
PRINCIPAL PLACE OF BUSINESS
Level 2 Suite 9, 330 Churchill Ave, Subiaco WA 6008
COMPANY SECRETARY
Mr S Cheema
AUDITORS
HLB Mann Judd (Vic Partnership) Level 9, 575 Bourke Street Melbourne VIC 3000
SOLICITORS
Steinepreis Paganin Level 4 The Read Buildings 16 Milligan Street Perth WA 6000
SHARE REGISTRY
Security Transfer Registrars 770 Canning Highway, Applecross Perth WA 6153
INTERNET ADDRESS
www.intigergrouplimited.com.au
ASX CODES
Shares IAM Options IAMOA
COUNTRY OF INCORPORATION AND DOMICILE
Australia
INTIGER GROUP LIMITED
INTERIM REPORT 31 DECEMBER 2016
1
DIRECTORS’ REPORT
Your directors submit the interim financial report of the consolidated entity consisting of Intiger Group Limited and the entities it controlled at the end of, or during the half year ended 31 December 2016. In order to comply with the provisions of the Corporations Act 2001 , the directors report as follows:
DIRECTORS
The names of the directors who held office during or since the end of the interim period and until the date of this report are noted below. Directors were in office for this entire period unless otherwise stated.
Mr M Rantall (Non-Executive Chairman – Appointed 17 August 2016) Mr M Fisher (Executive Director – Appointed 17 August 2016) Mr P Canion (Non-Executive Director – Appointed 17 August 2016) Mr M Walker (Non-Executive Director – Appointed 1 August 2014) Mr S Cheema (Non-Executive Director – Appointed 31 July 2015, Resigned 17 August 2016) Mrs L King (Non-Executive Director – Appointed 2 December 2015, Resigned 17 August 2016)
REVIEW OF OPERATIONS
The Directors of Intiger Group Limited ( ASX: IAM ) ( Intiger ) ( Company ) are please submit the review of operations for the half year ending 31 December 2016.
-
On 18 August 2016, the Company announced the completion of the acquisition of Intiger Asset Management Pty Ltd and Associated Entities as below.
-
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:
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”), have been satisfied and the Company has completed the Acquisition.
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 $3,480,611 (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.
Consideration
As consideration for the acquisition, in addition to $50,000 cash consideration, the Company issued the following securities on 18 August 2016:
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; and
50,000,000 Options to the Proposed Directors under the Incentive Option Plan.
In addition to the Public Offer and Consideration above, the Company issued the following securities on 18 August 2016 as detailed below:
50,000,000 Options to Merchant Capital Markets Pty Ltd (or its nominees) for the introduction of the Intiger Group to the Company; and
37,500,000 Shares to Mark Fisher for the extinguishment of debt owed by Intiger Asset Management Pty Ltd to Mark Fisher.
INTIGER GROUP LIMITED
INTERIM REPORT 31 DECEMBER 2013
2
DIRECTORS’ REPORT (continued)
-
On 19 September 2016 the Company announced it had, through its wholly owned subsidiary Intiger Asset Management Pty Ltd, entered into a Heads of Agreement (HOA) with Sentry Group Pty Ltd (Sentry Group), one of Australia’s leading independently owned financial planning groups.
-
The Company appointment of Charles Blake to the role of Global Head of Partnerships and Tim Thornton to the position of Chief Technology Officer during the December quarter.
-
On behalf of the Company, Patrick Canion conducted Intiger investor seminars in Perth, Brisbane, Melbourne and Sydney during the December quarter. The investor presentation lodged with ASX on 27 October 2016 formed the key basis on which investors were informed at the respective seminars.
-
Intiger commenced pilot program pursuant to the Heads of Agreement with Sentry Group Pty Ltd. The pilot program will be focused on providing the framework for the development and delivery of a centralised Sentry back office administration and paraplanning solution via Intiger Group’s offshore processing platforms in India & Manila & proprietary software LiLLY and KLiP.
-
As per the Market Update announcement lodged on 19 December 2016, continued high demand for the Intiger product offerings has resulted in Intiger bringing forward the planned opening of its third Global Operating Centre (and second in the Philippines) to the March Quarter 2017. Intiger Iloilo City will be focused on the delivery of a variety of Financial Planning back office processes & continued development of Intiger performance enhancing software.
Corporate
As at 31 December, the Intiger Group Limited share capital position was as follows:
| Category | ASX Code | Number |
|---|---|---|
| Issued Ordinary Shares | IAM | 1,052,836,085 |
| Listed Options – Exp 31 Dec 2017 | IAMOA | 299,464,372 |
| Fully Paid Ordinary Shares classified as restricted securities | - | 37,500,000 |
| Unquoted Options exercisable at $0.02 on or before 30 June 2020 | - | 100,000,000 |
| Class A Performance Shares classified as restricted securities | - | 250,000,000 |
| Class B Performance Shares classified as restricted securities | - | 250,000,000 |
Cash Position
The Company held $2,812,822 in cash as at 31 December 2016, compared to $4,485,911 in cash as at 30 June 2016. Fund raising for the six months to 31 December 2016 was $25,742. The Company has cash resources and liquidity for the near term.
Net operating cash outflow for the half year was ($1,505,726).
AUDITOR’S INDEPENDENCE DECLARATION
Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the directors of the Company with an Independence Declaration in relation to the review of the interim financial report. This Independence Declaration is set out on page 4 and forms part of the directors’ report for the half-year ended 31 December 2016.
This report is signed in accordance with a resolution of the Board of Directors made pursuant to s.306(3) of the Corporations Act 2001 .
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Mark Rantall Chairman
Dated 28 February 2017
INTIGER GROUP LIMITED
INTERIM REPORT 31 DECEMBER 2016
3
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Auditor’s Independence Declaration
As lead auditor for the review of the financial report of Intiger Group Limited for the half-year ended 31 December 2016, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
-
(a) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
-
(b) any applicable code of professional conduct in relation to the review.
This declaration is in respect of Intiger Group Limited and the entities it controlled during the period.
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Tim Fairclough Partner
Melbourne 28 February 2017
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE HALF-YEAR ENDED 31 DECEMBER 2016
| Note Operating income Other revenue 2(a) Exploration expenditure written off Share based payment expense 5 Other expenses 2(b) Loss before income tax Income tax expense Loss after tax Other comprehensive income / (loss) Total comprehensive (loss) for the period Net loss and comprehensive loss attributable to: Owners of the parent entity Non-controlling interest Basic loss per share (cents per share) Basic loss per share from continuing operations (cents per share) Diluted loss per share (cents per share) Diluted loss per share from continuing operations (cents per share) |
CONSOLIDATED 31 December 2016 $ 31 December 2015 $ 198,832 - 10,011 4,689 - 71,405 (1,176,333) - (2,429,020) (325,691) |
|---|---|
| (3,396,510) (249,597) - - |
|
| (3,396,510) (249,597) |
|
| - - |
|
| (3,396,510) (249,597) |
|
| (3,396,510) (249,597) - - |
|
| (3,396,510) (249,597) |
|
| (0.32) (0.04) (0.32) (0.04) (0.32) (0.04) (0.32) (0.04) |
The accompanying notes form part of these financial statements.
INTIGER GROUP LIMITED
INTERIM REPORT 31 DECEMBER 2016
5
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2016
| Note Current Assets Cash and cash equivalents Trade and other receivables Other Total Current Assets Non-Current Assets Goodwill 7 Intiger loan facility Available for Sale Assets Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Total Current Liabilities Total Liabilities Net Assets Equity Contributed equity 4(a) Reserves 4(b) Accumulated losses Total Equity |
CONSOLIDATED As at 31 December 2016 $ As at 30 June 2016 $ 2,812,822 4,485,911 83,031 41,140 - 5,758 |
|---|---|
| 2,895,853 4,532,809 |
|
| 1,935,650 - - 500,000 - 4,491 |
|
| 1,935,650 504,491 |
|
| 4,831,503 5,037,300 |
|
| 550,240 274,242 |
|
| 550,240 274,242 |
|
| 550,240 274,242 |
|
| 4,281,263 4,763,058 |
|
| 40,365,529 39,803,481 3,364,338 1,011,671 (39,448,604) (36,052,094) |
|
| 4,281,263 4,763,058 |
The accompanying notes form part of these financial statements.
INTIGER GROUP LIMITED
INTERIM REPORT 31 DECEMBER 2016
6
FOR THE HALF-YEAR ENDED 31 DECEMBER 2016
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| Balance at 1 July 2015 Total comprehensive loss for the period Transactions with owners in their capacity as owners: Shares issued (net of costs) Options issued Options forfeited Total transactions with owners At 31 December 2015 Balance at 1 July 2016 Total comprehensive loss for the period Transactions with owners in their capacity as owners: Share issued (net of costs) Options issued Options forfeited Total transactions with owners At 31 December 2016 |
Contributed equity $ (Accumulated losses) $ Reserves $ Total Equity/(Net Liabilities) $ 34,654,754 (34,979,674) 667,604 342,684 - (249,597) - (249,597) |
|---|---|
| 1,838,995 - - 1,838,995 (344,067) - 344,067 - - - - - |
|
| 1,494,928 - 344,067 1,838,995 |
|
| 36,149,682 (35,229,271) 1,011,671 1,932,082 |
|
| 39,803,481 (36,052,094) 1,011,671 4,763,058 - (3,396,510) - (3,396,510) |
|
| 562,048 - - 562,048 - - 2,352,667 2,352,667 - - - - |
|
| 562,048 - 2,352,667 2,914,715 |
|
| 40,365,529 (39,448,604) 3,364,338 4,281,263 |
The accompanying notes form part of these financial statements.
INTIGER GROUP LIMITED
INTERIM REPORT 31 DECEMBER 2016
7
CONSOLIDATED STATEMENT OF CASHFLOWS
FOR THE HALF-YEAR ENDED 31 DECEMBER 2016
| Cash flows from operating activities Receipts from customers Other revenue 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 Net cash provided by/(used in) investing activities Cash flows from financing activities Proceeds from issue of shares and options 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 period Cash and cash equivalents at the end of the period |
CONSOLIDATED 31 December 2016 $ 31 December 2015 $ 175,196 - 10,010 4,689 (1,690,932) (262,526) |
|---|---|
| (1,505,726) (257,837) |
|
| 20,589 - |
|
| 20,589 - |
|
| 25,742 1,955,100 (213,694) (116,105) |
|
| (187,952) 1,838,995 |
|
| (1,673,089) 1,581,158 4,485,911 322,138 |
|
| 2,812,822 1,903,296 |
The accompanying notes form part of these financial statements.
INTIGER GROUP LIMITED
INTERIM REPORT 31 DECEMBER 2016
8
NOTES TO THE FINANCIAL STATEMENTS
FOR THE HALF-YEAR ENDED 31 DECEMBER 2016
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Preparation
The Interim Consolidated Financial Report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standard AASB 134 Interim Financial Reporting and Interpretations issued by the Australian Accounting Standards Board (“AASB”) and other mandatory requirements. The financial statements are for the consolidated entity consisting of Intiger Group Limited (formerly Star Striker Limited) (“the Company”) and its subsidiaries (collectively referred to as “the Group”).
This interim financial report is intended to provide users with an update on the latest annual financial statements of the Company and its controlled entities. As such, it does not contain information that represents relatively insignificant changes occurring during the half-year within the Group. It is therefore recommended that this financial report be read in conjunction with the annual financial statements of the Group for the year ended 30 June 2016, together with any public announcements made during the following half-year.
These interim financial statements were authorised for issue on 28 February 2017.
The accounting policies detailed below have been consistently applied to all of the years presented unless otherwise stated.
Except for cash flow information, the financial report has also been prepared using the accrual basis and on a historical cost basis, except for certain financial assets and liabilities, which have been measured at fair value. Cost is based on the fair values of the consideration given in exchange for assets.
The Company is a for profit listed public company incorporated in Australia. The principal activity of the entities within the Group during the half year was operating within the digital and offshore processing financial planning sector.
(b) Accounting Policies
The same accounting policies and methods of computation have been followed in this interim financial report as were applied in the most recent annual financial statements.
The Group has considered the implications of new or amended Accounting Standards, but determined that their application to the financial statements is either not relevant or not material.
(c) Critical Accounting Estimates and Judgements
The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
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 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:
-
(i) 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 ).
-
(ii) 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 ).
-
(iii) 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 ).
-
(iv) 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 ).
INTIGER GROUP LIMITED
INTERIM REPORT 31 DECEMBER 2016
9
NOTES TO THE FINANCIAL STATEMENTS
FOR THE HALF-YEAR ENDED 31 DECEMBER 2016
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
A Performance Share in the relevant class will, upon achievement of the relevant Milestone, convert into:
-
(i) Class A: one Class C Performance Share and one Share.
-
(ii) Class B: one Class D Performance Share and one Share.
-
(iii) Class C: one Share.
-
(iv) Class D: one Share.
Valuation of Options
During the period, 50,000,000 Options were issued as part of the consideration for the Intiger acquisition, and a further 50,000,000 Options were issued to an advisor (being, Merchant Capital Markets Pty Ltd) for the introduction of the Intiger Group to the Company (refer Note 5).
It is noted that the existing Options have an exercise price below the trading price of Shares on 31 August 2016 of 3.1 cents. Using the Black & Scholes option model and based on the assumptions set out below, the Options were ascribed the following value:
| lowing value: | |
|---|---|
| Assumptions: | |
| Options | 100,000,000 |
| Valuation date | 31 August 2016 |
| Market price of Shares | 3.1 cents |
| Exercise price | _2_cents |
| Expiry date (length of time from issue) | 30 June 2020 |
| Risk free interest rate | 2.04% |
| Volatility (discount) | 102% |
| Indicative value per Option | _0.0235_cents |
| Total value of Options | $2,352,667 |
Impairment of goodwill and intangibles with indefinite useful lives:
The Group determines whether goodwill and 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 goodwill and intangibles with indefinite useful lives are allocated. The assumptions used in this estimation of recoverable amount and the carrying amount of goodwill and intangibles with indefinite useful lives are discussed in Note 7.
(d) Going concern
In the half year ended 31 December 2016 the Company recorded a net loss of $3,396,510 (2015: $249,597) and a net operating cash outflow of $1,505,726 (2015: $257,837), resulting in the Group having a net asset position of $4,281,263 (30 June 2016: net assets of $4,763,058), the Group had a market capitalisation of approximately $75 million as at 31 December 2016.
During the year ended 30 June 2016, the Company successfully completed capital raising activities through its share and option placements along with exercise of options. A total of 174,030,549 fully paid ordinary shares were issued during the period through placements raising $3,480,611 before costs. A total of 3,217,721 options were exercised during the period and converted to fully paid ordinary shares, raising $25,742.
The Directors anticipate in order to meet its working capital requirements and progress its planned operational expenditure further funding will be required within the next twelve (12) months and having prepared a cash flow budget of the Group’s working capital requirements for the next 12 months to March 2018 and have already commenced planning to access additional funding. Based on the above factors, the Board has a reasonable degree of confidence in securing sufficient additional funding for at least the next 12 months to March 2018 and believe it would be able to negotiate with interested parties, regarding a number of funding options that includes further debt and capital raisings. Should the Group be unable to raise sufficient funds, it would consider selectively reducing administrative costs. It is recognised that in the event that the Company is unable to secure additional funding, it is likely to result in the existence of a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern and therefore the Group may be unable to realise its assets and discharge its liabilities in the normal course of business and at the amounts stated in the accounts.
INTIGER GROUP LIMITED
INTERIM REPORT 31 DECEMBER 2016
10
NOTES TO THE FINANCIAL STATEMENTS
FOR THE HALF-YEAR ENDED 31 DECEMBER 2016
| Note 2. REVENUES AND EXPENSES (a) Other revenue Finance revenue - bank interest (b) Other expenses Consulting fees Legal fees Administration expenses Auditor’s remuneration Directors’ fees and staff salaries Professional services Debt-to-equity conversion 5 Impairment write down 3 3. 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 31 December 2016 $ 31 December 2015 $ 10,011 4,689 10,011 4,689 526,561 - 123,551 - 581,287 199,307 16,365 12,248 308,271 114,136 118,494 - 750,000 - 4,491 - 2,429,020 325,691 31 December 2016 $ 30 June 2016 $ (4,491) (115,673) |
|
|---|---|---|
| (4,491) (115,673) |
||
| 31 December 2016 $ 30 June 2016 $ 4,491 120,164 - - (4,491) (115,673) |
||
| - 4,491 |
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 half year ended 31 December 2016 (30 June 2016: $115,673).
| CONSOLIDATED | CONSOLIDATED | ||
|---|---|---|---|
| 31 December | 30 June | ||
| 2016 | 2016 | ||
| 4. | CONTRIBUTED EQUITY | $ | $ |
| (a) | Contributed Equity | ||
| Ordinary shares_(i)_ | 40,365,529 | 39,803,481 |
INTIGER GROUP LIMITED
INTERIM REPORT 31 DECEMBER 2016
11
NOTES TO THE FINANCIAL STATEMENTS
FOR THE HALF-YEAR ENDED 31 DECEMBER 2016
| 4. CONTRIBUTED EQUITY (continued) (i) Movement in ordinary shares Balance at beginning of period Fully paid ordinary shares issued for cash: Option Conversion Share Placement Share issue costs Shares issued Shares issued for Debt Conversion Option reserve Balance at end of period |
31 December 2016 30 June 2016 Number $ Number $ 875,587,815 39,803,481 592,333,333 34,654,754 3,217,721 25,742 78,092,898 314,372 - - 205,161,584 1,891,100 - (213,694) - (192,752) 174,030,549 - - 3,480,611 37,500,000 750,000 - - - - - (344,604) |
|---|---|
| 1,090,336,085 40,365,529 875,587,815 39,803,481 |
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.
| (b) Options reserve Options reserve (i) (i) Movement in options reserve Balance at beginning of period Options issued Options exercised Options expired/forfeited Balance at end of period |
31 December 2016 Number $ 302,682,093 1,011,671 100,000,000 2,352,667 (3,217,721) - - - |
CONSOLIDATED 31 December 2016 $ 30 June 2016 $ 3,364,338 1,011,671 |
|---|---|---|
| 3,364,338 1,011,671 |
||
| 30 June 2016 Number $ 303,961,801 667,604 77,194,826 344,067 (78,092,898) - (381,636) - |
||
| 399,464,372 3,364,338 |
302,682,093 1,011,671 |
5: SHARE-BASED PAYMENTS
Share Options
The option reserve records items recognised as expenses on valuation of share options.
| 2016 | |||
|---|---|---|---|
| Grant date Expiry Date of Options Exercise Price of Options |
Balance at start of year Expired during the year Issued during the year Balance at end of the year |
Exercisable at end of year |
|
| 17/08/2016 30 June 2020 $0.02 |
- - 50,000,000 50,000,0001 - - 50,000,000 50,000,0002 |
- - |
|
| 17/08/2016 30 June2020 $0.02 |
|||
| - - 100,000,000 100,000,000 |
- |
150,000,000 unquoted options issued for the introduction of the Intiger Group to the Company. Unquoted exercisable at $0.02 on or before 30 June 2020. These options were valued as $1,176,333 on grant date.
250,000,000 unquoted options were issued as consideration for the purchase of Intiger Asset Management Pty Ltd and associated entities. Refer to the Note 7. These options were valued as $1,176,333 on grant date.
INTIGER GROUP LIMITED
INTERIM REPORT 31 DECEMBER 2016
12
NOTES TO THE FINANCIAL STATEMENTS
FOR THE HALF-YEAR ENDED 31 DECEMBER 2016
5: SHARE-BASED PAYMENTS (continued)
Expenses arising from share-based payment transactions
On 18 May 2016, the Company, Intiger Asset Management Pty Ltd and Mark Fisher entered into the Debt Conversion Agreement pursuant to which the parties agreed to extinguish a debt of $750,000 and fully release and discharge Intiger Asset Management from all obligations and liabilities thereto, in consideration for the issue by the Company of 37,500,000 Shares to Mr Fisher. The net effect is detailed in the financial information which demonstrates the conversion of the $750,000 in borrowings with 37,500,000 ordinary shares. The issue of Shares in order to extinguish the Debt is deemed to be at fair value was effective from 18 August 2016 when the Company announced the completion of acquisition of Intiger and its associated entities.
6. SEGMENT INFORMATION
The Group has identified its operating segment based on the internal reports that are reviewed and used by the Board of Directors (Chief operating decision makers) in assessing performance and determining the allocation of resources.
The Group operates primarily in development of the Intiger platform and services. The financial information presented in the consolidated statement of comprehensive income and the consolidated statement of financial position is the same as that presented to the chief operating decision maker.
Unless stated otherwise, all amounts reported to the Board of directors as the chief operating decision maker is in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Group. During the prior period, the Group was considered to operate in one segment, being the identification of investment opportunities in Australia, with the intention of acquiring an asset that will maximise shareholder value in the current market conditions. During the current period, the Group is considered to operate in one segment, being the digital and offshore processing financial planning sector.
NOTE 7: 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
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$50,000 cash consideration;
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$500,000 non-cash consideration on effective settlement of pre-existing loan;
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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;
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50,000,000 Options to the Proposed Directors under the Incentive Option Plan; and
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The total value of the consideration was $1,726,333 comprising of an issue of equity instruments, cash and noncash 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
INTIGER GROUP LIMITED
INTERIM REPORT 31 DECEMBER 2016
13
NOTES TO THE FINANCIAL STATEMENTS
FOR THE HALF-YEAR ENDED 31 DECEMBER 2016
NOTE 7: BUSINESS COMBINATION (continued)
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:
| Acquisition date fair value of the consideration transferred: | |
|---|---|
| Cash consideration Non-cash consideration Option issues Total consideration |
31 December 2016 $ |
| 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 Goodwill arising on acquisition (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) Goodwill arising on acquisition
The excess of the consideration transferred, the amount of any noncontrolling interest in the acquiree and the acquisitiondate 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 recorded as goodwill. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill.
INTIGER GROUP LIMITED
INTERIM REPORT 31 DECEMBER 2016
14
NOTES TO THE FINANCIAL STATEMENTS
FOR THE HALF-YEAR ENDED 31 DECEMBER 2016
NOTE 7: BUSINESS COMBINATION (continued)
Net cash flow arising on acquisition
The cash flow on acquisition is as follows:
| The cash flow on acquisition is as follows: | |
|---|---|
| Cash paid Cash acquired Net cash inflow |
31 December 2016 $ |
| (50,000) 70,589 |
|
| 20,589 |
Impact of acquisition on the results of the Group
If the combination had taken place at the beginning of the half-year, the loss of the Group would have been $2,928,370 and revenue from continuing operations would have been $369,656.
8. EVENTS OCCURRING AFTER THE REPORTING DATE
There has not been any matter or circumstance occurring subsequent to the end of the financial period that has significantly affected, or may significantly affect, the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years.
9. RELATED PARTY TRANSACTIONS
On 9 September 2014, the Group entered into an agreement with Cicero Corporate Services Pty Ltd (an entity in which Mr Walker holds a 54% equity stake) (“Cicero”) defining the terms of engagement for the provision of administration services by Cicero as a contractor to the Group. Cicero Corporate Services Pty Ltd was paid fees totalling $60,000 during the halfyear ended 31 December 2016 (2015:$ 57,000) pursuant to the Administration Agreement. Cicero will provide the office rent, book-keeping, company secretarial and administration services to the Company for a monthly fee of $10,000 plus GST.
10. CONTINGENCIES
There were no contingencies as at 31 December 2016 or 30 June 2016.
INTIGER GROUP LIMITED
INTERIM REPORT 31 DECEMBER 2016
15
DIRECTORS’ DECLARATION
FOR THE HALF-YEAR ENDED 31 DECEMBER 2016
In the opinion of the Directors of Intiger Group Limited:
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The attached interim financial statements and notes thereto are in accordance with the Corporations Act 2001 , including:
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a complying with Accounting Standard AASB 134 Interim Financial Reporting ; and
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b giving a true and fair view of the Group’s financial position as at 31 December 2016 and of its performance for the interim period then ended.
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there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable taking into account the factors outlined in Note 1 (d) of the interim financial statements.
This declaration is signed in accordance with a resolution of the Board of Directors made pursuant to s.303(5) of the Corporations Act 2001 .
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Mark Rantall Chairman
Dated 28 February 2017
INTIGER GROUP LIMITED
INTERIM REPORT 31 DECEMBER 2016
16
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Independent auditor’s review report to the members of Intiger Group Limited
Report on the Half-Year Financial Report
We have reviewed the accompanying half-year financial report of Intiger Group Limited (“the Company”) which comprises the consolidated statement of financial position as at 31 December 2016, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory notes, and the directors’ declaration, for the Consolidated Entity, comprising the Company and the entities it controlled at the half-year end or from time to time during the half-year.
Directors’ Responsibility for the Half-Year Financial Report
The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 , including giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2016 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of the Company, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 .
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Conclusion
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Intiger Group Limited is not in accordance with the Corporations Act 2001 including:
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(a) giving a true and fair view of the Consolidated Entity’s financial position as at 31 December 2016 and of its performance for the half-year ended on that date; and
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(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
Emphasis of Matter
Without modifying our conclusion, we draw attention to the going concern disclosure set out in note 1(d), which identifies that the interim financial report has been prepared using the going concern basis. The factors identified in note 1(d) of the interim financial report indicate the existence of a material uncertainty that may cast significant doubt upon the ability of the Company and the Consolidated Entity to continue as a going concern, and therefore the Company and the Consolidated Entity may not be able to realise their assets and extinguish their liabilities in the normal course of business.
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HLB Mann Judd Chartered Accountants
Tim Fairclough Partner
Melbourne 28 February 2017