- ISX to be effectively split into 2 separate entities, owned by same shareholders in same proportions / percentages.
- Current ISX shareholders would directly own the European operating businesses through
- ISXFEU is likely to seek listing on another securities exchange, to enable shareholders to trade their shares.
ISX is currently consulting with ASX under the Listing Rules and has lodged a prospectus relating to shares in ISXFEU with ASIC. Further details on the demerger will be made available at the isignthis.com website under /demerger
Post demerger, all current shareholders would retain their current economic interest in ISX's business and assets (in unchanged proportions), with these holdings being through two separate entities. No cash is being raised by ISXFEU, as its operations are profitable. This restructure is expected to have enormous benefits for shareholders and for the companies, including seeking listing of ISXFEU on a premium securities exchange.
Effect on ISX
After the demerger, the key components of ISX's balance sheet would become:
ASSETS
-
- 100% shareholding in
- Legal claim against ASX for damages for misleading and deceptive conduct
- Cash of approximately
LIABILITIES
- Immaterial
Importantly, ISX will have sufficient cash to pursue its Federal Court litigation against ASX, which it will continue to do with vigour.
Consistent with ISX becoming an Australian-focused company,
Mr
About
ISXFEU is the 'head' wholly owned subsidiary in the
- Facilitate their listing on another securities exchange, to enable shareholders to trade their shares
- End the tension between ASX requirements and European laws
- Optimise the marketing of the EU+UK payments business in an environment that understands European e-money accounts and innovations in European neo-banking.
ISXFEU and its
Convertible Note
ISXFEU has issued a convertible note to ISX, under which ISX has provided
ISX will have a right to convert the loan or unpaid interest (or part of either) into ordinary shares of ISXFEU at any time (to the extent that the loan has not been repaid) after the first year.
Conversion would occur at a price equal to the volume weighted average price of ISXFEU ordinary shares traded on a securities exchange over the three months prior to conversion, for such number of ordinary shares that reflects the exchange rate at the conversion date. Interest will be payable quarterly on the unpaid and unconverted loan at 1% above the RBA cash rate.
The convertible note consolidates intercompany loans between the various entities and the parent company prior to demerger.
Further information
ISX will make a further announcement when transaction particulars are finalised. At that time it will issue a notice of general meeting, with accompanying information, to enable ISX shareholders to assemble and approve (or reject) the proposed merger.
About iSignthis Ltd:
By converging payments and identity, iSignthis delivers regulatory compliance to an enhanced customer due diligence standard, offering global reach to any of the world's 4.2Bn 'bank verified' card or account holders, that can be remotely on-boarded to meet the Customer Due Diligence requirements of AML regulated merchants in as little as 3 to 5 minutes. Paydentity(TM) has now onboarded and verified more than 1.5m persons to an
iSignthis Paydentity(TM) service is the trusted back office solution for regulated entities, allowing merchants to stay ahead of the regulatory curve, and focus on growing their core business. iSignthis' subsidiary, iSignthis eMoney Ltd, trades as ISXPay(R), and is an EEA authorised eMoney
ISXPay(R) is a principal member of
Contact:
Investor Relations Director
chris.northwood@isignthis.com
+61 (0) 458 809 177
Media Enquiries
Director
mark.hawthorne@civicfinancial.com.au
+61 (0) 418 999 894
Investor Relations Europe
Dr
Friedrich Ebert Anlage 35-37
Tower 185
60327
e.reuter@dr-reuter.eu
+49 (0) 69 1532 5857
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