The Board of iSignthis Ltd (ASX:ISX) announced the spin-off of ISX Financial EU Plc on September 1, 2021. Under the term, iSignthis (ISX) will transfer 110.08 million shares in ISX Financial (ISXFEU) pursuant to an in-specie distribution via a return of capital on the basis of one ISXFEU share to be distributed for every ten shares held in ISX to existing eligible shareholders of ISX held as of record date of October 18, 2021. There will be an equal reduction in the capital of iSignthis Ltd. Proposed independent non-executive ISXFEU Directors subject to Central Bank of Cyprus (CBC) appointment process are Timothy Joseph Hart, Paul Barnes, Panikos Pouros and Adonis Pegasiou. Nickolas John Karantzis will be appointed as ISXFEU managing director and chief executive officer, Elizabeth Warrell as Chief Financial Officer and Executive Director, James Lindsay Cameron as chief risk officer, Andreas Karantzis as chief sales officer and Andrew Evers as chief technology officer. On completion of the transaction, ISXFEU Directors, Christakis Taoushanis, Dominic Melo, Elizabeth Warrell and the proposed ISXFEU Directors Timothy Joseph Hart and Paul Barnes will each hold less than 5% of ISXFEU Shares. Further, collectively they will hold less than 5% of ISXFEU Shares. The proposed ISXFEU Directors Panikos Pouros and Adonis Pegasiou will not hold any ISXFEU Shares. Consistent with his existing holdings in ISX, on completion of the transaction, Nickolas John Karantzis will become a holder of approximately 41% of the ISXFEU Shares. Similarly, Andreas Karantzis, the brother of Nickolas John Karantzis, will hold approximately 10.4% of the ISXFEU Shares. There is no minimum subscription as there are no funds being raised. ISXFEU will be able to assess opportunities to seek an alternative listing on an exchange other than the ASX, where it considers ISXFEU will have greater access to capital, and ISXFEU Shareholders will have the benefit of increased liquidity. As at the date of this announcement, no listing application has been made to any overseas exchange, and the proposed terms of any such listing (including a potential timeline) have not been determined.
The transaction is subject to ISX shareholder approval at a general meeting. The general meeting expected to be held on October 12, 2021. Voting entitlement date will be October 11, 2021. On October 12, 2021, the shareholders of iSignthis Ltd approved the transaction. The transaction is expected to close on October 19, 2021. BDO Audit Pty Ltd and RSM Australia Pty Ltd acted as accountants and will receive fee of AUD 0.05 million and AUD 0.1 million respectively, HWL Ebsworth Lawyers Pty Ltd. acted as a legal advisor and will receive a fee of AUD 0.17 million and Computershare Investor Services Pty Limited acted as a registrar to ISX. Georgiades & Pelides LLC acted as a legal advisor and will receive a fee of AUD 0.03 million, Cymain Registrars Limited acted as a registrar and BDO Ltd acted as an accountant to ISXFEU.