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COMPLII FINTECH SOLUTIONS LTD M&A Activity 2022

Jul 27, 2022

64639_rns_2022-07-27_bdc07bac-f6eb-4f72-a5c4-406cea3fdc1a.pdf

M&A Activity

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ASX Announcement 28 July 2022

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Extension of Takeover Offer Period

Complii FinTech Solutions Ltd (ASX: CF1) ( Complii ) refers to the Bidder’s Statement dated 20 June 2022 ( Bidder’s Statement ) and offers in relation to its off-market takeover for all the fully paid ordinary shares in Registry Direct Limited (ASX: RD1) ( Registry Direct ).

Complii has determined to extend the period during which the Offer will remain open for acceptance until 5.00pm (AEST) on 19 August 2022.

Copies of the notices sent to ASIC and ASX together with a copy of the letter sent to Registry Direct shareholders are attached.

This announcement has been authorised by the Board of Complii FinTech Solutions Ltd.

- ENDS -

For more information please contact:

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Craig Mason Executive Chairman 0437 444 881 [email protected]

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Alison Sarich Managing Director (02) 9235 0028 [email protected]

Complii FinTech Solutions Ltd

www.complii.com.au [email protected] Telephone: 02 9235 0028

ABN 71 098 238 585 Level 6, 56 Pitt Street, Sydney NSW 2000

OFF-MARKET TAKEOVER OFFER BY COMPLII FINTECH SOLUTIONS LTD NOTICE OF VARIATION OF OFFER – EXTENSION OF TAKEOVER OFFER PERIOD

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

  • To: 1. Australian Securities & Investments Commission ( ASIC

    1. ASX Limited.

    2. Registry Direct Limited (ACN 160 181 840) ( Registry Direct ).

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

Complii FinTech Solutions Ltd (ACN 098 238 585) ( Complii ) gives notice for the purposes of section 650D of the Corporations Act 2001 (Cth) ( Corporations Act ) that its takeover offer ( Offer ) for all of the fully paid ordinary shares in Registry Direct contained in its bidder’s statement dated 20 June 2022 ( Bidder’s Statement ) is varied as set out in this notice of variation.

Unless otherwise defined, words defined in the Bidder’s Statement have the same meaning in this notice.

1. EXTENSION OF THE OFFER PERIOD

Complii gives notice under section 650D(1) of the Corporations Act that pursuant to section 650C(1) of the Corporations Act it varies the Offer by:

  • (a) extending the period during which the Offer remains open for acceptance from 5:00pm (AEST) on 5 August 2022 to 5:00pm (AEST) on 19 August 2022 (unless further extended or withdrawn); and

  • (b) substituting the date “5 August 2022” with the date “19 August 2022” in the Bidder’s Statement, the Acceptance Form and in all other instances where “5 August 2022” appears (or is deemed to appear) as the last day of the Takeover Offer Period.

2. NEW DATE FOR GIVING NOTICE AS TO STATUS OF CONDITIONS

As a result of the extension to the Takeover Offer Period as set out above and since the Offer remains subject to the defeating conditions set out in Section 11.8 of the Bidder’s Statement, Complii gives notice under section 630(2)(b) of the Corporations Act that:

  • (a) the Bidder’s Statement is varied so that the new date that Complii is required to give notice of the status of the defeating conditions is 12 August 2022; and

  • (b) as at the date of this notice, so far as Complii is aware, none of the defeating conditions set out in Section 11.8 of the Bidder’s Statement have been fulfilled or waived and accordingly the Offer remains subject to those conditions.

4. DATE OF LODGEMENT AND DISCLAIMER

A copy of this notice was lodged with ASIC on 28 July 2022. ASIC takes no responsibility for the contents of this notice.

5. AUTHORISATION

This notice has been approved by unanimous resolution passed by the directors of Complii in accordance with section 650D(3A) of the Corporations Act (as inserted by ASIC Class Order [CO 13/251]).

Dated: 28 July 2022

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Craig Mason Executive Director

Signed for and on behalf of COMPLII FINTECH SOLUTIONS LTD

Our Ref: 220080

28 July 2022

The Manager Market Announcements Office ASX Limited

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Contact David Woodford 03 8621 8886 [email protected]

Dear Sir / Madam

OFF-MARKET TAKEOVER OFFER BY COMPLII FINTECH SOLUTIONS LTD FOR REGISTRY DIRECT LIMITED – EXTENSION OF OFFER PERIOD

We act for Complii FinTech Solutions Ltd (ACN 098 238 585) (ASX:CF1) ( Complii ) in relation to its offmarket takeover bid ( Offer ) for all of the fully paid ordinary shares in Registry Direct Limited (ACN 160 181 840) (ASX:RD1) ( Registry Direct ) pursuant to its bidder’s statement dated 22 June 2022.

Complii has determined to extend the period during which the Offer will remain open for acceptance until 5.00pm (AEST) on 19 August 2022.

We enclose formal notice given by Complii under sections 650D and 630(2)(b) of the Corporations Act 2001 (Cth) ( Corporations Act ) in relation to the extension of the offer period lodged with the Australian Securities and Investments Commission on 28 July 2022.

This release has been authorised by the board of directors of Complii.

Yours faithfully

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David Woodford Partner

Liability limited by a scheme approved by Professional Standards Legislation

28 July 2022

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Dear Registry Direct shareholder,

Off-market takeover bid for Registry Direct Limited – Extension of offer period

As you may be aware, Complii FinTech Solutions Ltd ACN 098 238 585 (ASX:CF1) ( Complii ) has made an off-market takeover offer to acquire all of your ordinary shares in Registry Direct Limited ACN 160 181 840 (ASX:RD1) ( Registry Direct ) pursuant to Complii’s bidder’s statement dated 20 June 2022 ( Offer ). The Offer is currently open for acceptance.

To provide those Registry Direct shareholders who are yet to accept the Offer additional time to consider the Offer, Complii has extended the offer period by 14 days from the original closing date of 5 August 2022, such that the Offer is now scheduled to close at 5.00pm (AEST) on 19 August 2022 (unless further extended or withdrawn). Accompanying this letter is a formal notice of variation relating to the extended offer period.

The Registry Direct board of directors have unanimously recommended that Registry Direct shareholders ACCEPT the Offer, in the absence of a superior proposal.

If you have not yet accepted the Offer and would like to accept the Offer, please return your signed acceptance form in accordance with the directions set out in that acceptance form.

If you have any questions relating to the Offer, please contact the Complii information line on +61 (02) 9235 0028 or [email protected] between 9:00am and 5:00pm (AEST), Monday to Friday.

We look forward to welcoming you as a new shareholder in Complii.

Yours sincerely

Craig Mason

Executive Chairman Complii FinTech Solutions Ltd

Complii FinTech Solutions Ltd

www.complii.com.au [email protected] Telephone: 02 9235 0028

ABN 71 098 238 585 Level 6, 56 Pitt Street, Sydney NSW 2000