COMPLII FINTECH SOLUTIONS LTD — M&A Activity 2020

Nov 25, 2020

A.C.N. 098 238 585

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ASX Announcement

26 November 2020

Update on Complii Acquisition

Intiger Group Limited (ASX: IAM) ( Company ) is pleased to provide an update in relation to the Company’s off-market takeover bid ( Takeover Offer ) to acquire 100% of the fully paid ordinary shares on issue in Complii FinTech Solutions Ltd ( Complii ) pursuant to the bidder’s statement dated 2 November 2020 ( Bidder’s Statement ).

Satisfaction of Public Offer Condition

The Company has closed the public offer ( Public Offer ), which was made in conjunction with the Takeover Offer, after raising the maximum subscription of $7,000,000 under the public offer made pursuant to the prospectus lodged with ASIC on 11 November 2020 ( Prospectus ). Accordingly, the Company confirms that it has satisfied the Public Offer condition set out in section 11.8(j) of the Bidder’s Statement.

Extension of the Takeover Offer

The Company is pleased to advise that it has varied the Offer (as defined in the Bidder’s Statement) by extending the Offer Period so that the Offer Period now ends at 5:00 pm (Perth time) on 9 December 2020 (unless further extended or withdrawn). The Company has also extended the date that the Company is required to give notice as to the status of the conditions of the Takeover Offer to 2 December 2020 (unless further extended). A copy of the notice that was lodged with ASIC is attached.

The Company currently has a relevant interest in 99.48% of the issued capital of Complii.

Indicative Timetable

An updated indicative timetable for completion of the acquisition of Complii and the associated transactions is set out below:

Event	Indicative Date
Entry into BIA	29 September 2020
Announcement of Proposed Acquisition	5 October 2020
Notice of Meeting for the Proposed Acquisition sent to Shareholders	30 October 2020
Lodgement of Bidder’s Statement with ASIC	2 November 2020
Record date for Takeover Offer	2 November 2020
Opening date of the Takeover Offer	3 November 2020
Lodgement of Prospectus with ASIC	11 November 2020

C/- Wolfstar Group

C/- Wolfstar Group PO Box 52, West Perth WA 6872 Level 1, 247 Oxford Street, West Leederville WA 6007 P + 61 8 6141 3500 - F + 61 8 6141 3599 ABN 71 098 238 585 www.intigergrouplimited.com.au

	Event		Indicative Date
	Opening date of the Public Offer and the Priority Offer		11 November 2020
	Closing date of the Priority Offer		17 November 2020
	Closing date of the Public Offer and the Options Offer		24 November 2020
	Date for giving notice of the status of the conditions under the Takeover Offer		2 December 2020
	Shareholder meeting to approve the Proposed Acquisition		4 December 2020
	Closing date of the Takeover Offer (unless further extended)		9 December 2020
	Completion of the Proposed Acquisition and issue of Shares under the Public Offer		10 December 2020
	Re-quotation on ASX		17 December 2020

Please note this timetable is indicative only and the Directors reserve the right to amend the timetable as required.

If you have any queries in relation to how to accept the Takeover Offer, please do not hesitate to contact Intiger’s Company Secretary on +61 8 6141 3500.

This announcement is authorised for release by the board of directors of Intiger.

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Stuart Usher Company Secretary

- ENDS -

Page 2 of 2

NOTICE OF VARIATION EXTENDING OFFER

(CORPORATIONS ACT 2001 (CTH) SECTIONS 650D AND 630(2)(B))

OFF-MARKET TAKEOVER OFFER BY INTIGER GROUP LIMITED

• To: 1. Complii Fintech Solutions Ltd (ACN 142 459 327) ( Complii ).

  1. Australian Securities & Investments Commission ( ASIC ).

  2. ASX Limited (ACN 008 624 691) ( ASX ).

  3. To each person to whom offers were made under the takeover bid referred to in this notice.

This is a notice issued by Intiger in relation to the offers dated 3 November 2020 made under its off-market takeover bid to acquire all the ordinary shares ( Offer ) in Complii Fintech Solutions Ltd (ACN 142 459 327) ( Complii ) pursuant to its bidder’s statement dated 2 November 2020 ( Bidder’s Statement ).

Words defined in the Bidder’s Statement have the same meaning in this notice, unless the context requires otherwise.

EXTENSION OF OFFER PERIOD

As permitted by section 650C of the Corporations Act 2001 (Cth) ( Corporations Act ), and in accordance with section 650D of the Corporations Act, by this notice Intiger varies the Offer by:

• (a) extending the period during which the Offer remains open for acceptance from 5pm (Perth time) on 3 December 2020 to 5pm (Perth time) on 9 December 2020 (unless further extended or withdrawn); and

• (b) substituting the date “3 December 2020” with the date “9 December 2020” in the Bidder’s Statement, the Acceptance Form and in all other instances where “3 December 2020” appears (or is deemed to appear) as the last day of the Offer Period.

DATE FOR GIVING NOTICE OF STATUS OF CONDITIONS

As a result of the extension of the Offer Period, Intiger gives notice under section 630(2)(b) of the Corporations Act that the new date that Intiger is required to give notice as to the status of the conditions, as required by section 630(1) of the Corporations Act, is 2 December 2020 (previously 26 November 2020). Intiger varies the offer by substituting the date “26 November 2020” with the date “2 December 2020” in the Bidder’s Statement, the Acceptance Form and in all other instances where “26 November 2020” appears (or is deemed to appear) as the date for giving notice of the status of the conditions.

AUTHORISATION

This notice is dated 26 November 2020, being the date on which it was lodged with ASIC. Neither ASIC, ASX nor any of their respective officers takes any responsibility for the contents of this notice.

This notice has been approved by a unanimous resolution passed by the Directors of Intiger Group Limited under section 650D(3A) of the Corporations Act, as modified by ASIC Class Order [CO 13/521].

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_______________________ Signed for and on behalf of Intiger Group Limited Stuart Usher Company Secretary