Complii FinTech Solutions Ltd entered into a bid implementation agreement to acquire Intiger Group Limited (ASX:IAM) in a reverse merger transaction for AUD 39.6 million on September 29, 2020. Under the terms of the transaction, Intiger Group Limited will offer the holders of fully paid ordinary shares of Complii FinTech Solutions Ltd, 1.24 fully paid ordinary shares in the capital of Intiger, 0.31 unlisted options each with an exercise price of AUD 0.05 and expiration date of December 31, 2022, 0.41 unlisted options each with an exercise price of AUD 0.10 and expiration date of December 31, 2023. As part of the transaction, Intiger Group Limited intends to raise AUD 7 million through a public offer. Upon completion of the acquisition, Intiger Group Limited intends to change its name to Complii FinTech Solutions Limited. Upon termination of the agreement, Complii will pay the reimbursement fee of AUD 0.2 million to Intiger Group and Intiger Group will pay the reimbursement fee of AUD 0.2 million to Complii.

Intiger Group Limited intends to continue to have a board. Intiger Group will seek the approval of shareholders to appoint Craig Mason as Executive Chairman and Alison Sarich as Managing Director to the board effective on completion of the acquisition. Greg Gaunt has agreed to remain as a director. Patrick Canion and Mark Fisher will retire from the board at the conclusion of the acquisition. The acquisition of Complii will result in a change in Intiger's nature and scale of activities. The transaction is subject to Complii FinTech Solutions Ltd and Intiger Group Limited shareholders' approval. As per the update on October 30, 2020, the annual general meeting will be held on November 30, 2020. As of November 2, 2020, the transaction is subject to minimum acceptance, regulatory approval including ASX and ASIC and third party approvals. The board of directors of Complii has recommended its shareholders to approve the transaction. The transaction achieved its minimum acceptance condition on November 20, 2020. On December 2, 2020, Intiger Group declared acquisition free from all defeating conditions, other than shareholder approval. On December 4, 2020, Intiger's shareholders approved the deal and the acquisition was declared free from all defeating conditions. As at the date, Intiger has a relevant interest in 99.9% of Complii shares. The takeover offer date will start from October 26, 2020 and will end on November 26, 2020. As of November 2, 2020, the transaction is expected to complete by December 4, 2020. As of November 26, 2020, the transaction is expected to be completed by December 10, 2020 and the offer has been extended to December 9, 2020. Intiger has also resolved to extend the cleansing offer under the prospectus dated November 211, 020, to December 17, 2020.

Intiger Group appointed Euroz Securities Ltd as lead manager to the offer. Euroz Hartleys Limited acted as a financial adviser to Intiger Group. Steinepreis Paganin acted as a legal adviser to Intiger Group. Automic Pty Ltd. acted as a share registrar to Intiger Group. Nexia Perth Pty Ltd. acted as a tax adviser to Intiger Group. Bentleys Audit and Corporate (WA) Pty Ltd acted as investigating accountant and auditor to Intiger Group Limited. Intiger will pay Steinepreis Paganin approximately AUD 0.06 million for services in respect of the offer. Intiger Group will issue 4 million shares in consideration for introducing the transaction to Intiger and assisting with its implementation, pay Euroz Hartleys a lead management fee of 2% of all funds raised under the offer being a fee of between AUD 0.1 and AUD 0.14 and pay Euroz Hartleys a placement fee of 4% of all funds raised under the offer being a fee of between AUD 0.2 and AUD 0.28.

Complii FinTech Solutions Ltd completed the acquisition of Intiger Group Limited (ASX:IAM) in a reverse merger transaction on December 9, 2020. Pursuant to the Takeover Offer, Intiger Group issued 123.88 million ordinary shares in its capital, 30.9 million unquoted options exercisable at AUD 0.05 each and 41.3 million unquoted options exercisable at AUD 0.10 each. Following completion of the acquisition, Patrick Canion and Mark Fisher have formally resigned from the Board of Intiger. They have been replaced by Craig Mason as Executive Chairman and Alison Sarich as Managing Director. Additionally, Stuart Usher has formally resigned as Company Secretary and been replaced by Karen Logan.