Complii FinTech Solutions Ltd entered into a bid implementation agreement to acquire Intiger Group Limited in a reverse merger transaction for AUD 39.6 million.
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.