Complii FinTech : to acquire Registry Direct Limited - updated

For personal use only

ASX Announcement

6 June 2022

Complii to acquire Registry Direct Limited

Complii FinTech Solutions Ltd (Complii or the Company) (ASX:CF1) is pleased to announce that the Company has exchanged a Bid Implementation Agreement (BIA) with Registry Direct Limited (Registry Direct) (ASX:RD1), which sets out the terms on which the Company will offer to acquire all of the fully paid ordinary shares in Registry Direct by way of an off-market,all-scrip takeover (Takeover Offer).

As set out in the BIA, Complii will offer holders of fully paid ordinary shares in Registry Direct one fully paid ordinary share in Complii for every 4.5 Registry Direct shares held. The BIA, which includes the conditions to the Takeover Offer, is annexed at Schedule 1 of this announcement.

The Takeover Offer represents an attractive and significant implied premium for Registry Direct shareholders at various volume weighted average share prices (VWAPs):

76.4% over the last trading day VWAP of $0.0110 for Registry Direct shares, at an implied offer price of $0.0194 based on Complii's last trading day VWAP;

55.9% over the 10 day VWAP of $0.0113 for Registry Direct shares, at an implied offer price of $0.0176 based on Complii's 10 day VWAP; and

32.7% over the 30 day VWAP of $0.0141 for Registry Direct shares, at an implied offer price of $0.0187 based on Complii's 30 day VWAP.

The Takeover Offer is subject to the satisfaction of certain bid conditions including a 90% minimum acceptance as set out at Schedule 2 of the BIA. If the conditions to the Takeover Offer are not satisfied or waived before the end of the offer period under the Takeover Offer (Takeover Offer Period), the proposed acquisition of 100% of the issued capital of Registry Direct (Proposed Acquisition) will not proceed. The BIA also contains customary deal protection mechanisms including no shop, no talk and no due diligence restrictions, as well as notification and matching rights in the event of a competing proposal. A market-standard reimbursement fee may also be payable in certain circumstances as set out in the BIA.

The Takeover Offer is not subject to the approval of either Complii shareholders or Registry Direct shareholders.

The Board of Registry Direct has unanimously recommended Registry Direct shareholders accept the Takeover Offer in the absence of a superior offer, and they each intend to accept the Takeover Offer

Complii FinTech Solutions Ltd	www.complii.com.au
ABN 71 098 238 585
[e-mail]
Level 6, 56 Pitt Street, Sydney NSW 2000	Telephone: [phone]

For personal use only

ASX Announcement

6 June 2022

for all shares that they own or control (representing approximately 19% of all shares in Registry Direct), in the absence of a superior offer, and subject to the level of acceptances of the Takeover Offer (including their own proposed acceptance) being at least 80%.

Summary of Registry Direct's operations

Registry Direct is an Australian fintech business providing share and unit registry services to Australian companies and trusts, with a client list that includes Facebook, Starbucks, Tesla and Adobe.

The company has created and developed Australia's only fully featured software-as-a-service (SaaS) registry management platform, which is designed to better manage shareholder data and communications - inspiring entrepreneurs to start companies and encourage more people to invest in businesses.

Registry Direct is ready to commence the process to be certified to connect to the ASX new DLT CHESS system.

Change of Board

The Company intends to appoint Mr Steuart Roe (founder and CEO of Registry Direct) as an executive director to the Complii Board effective on completion of the Proposed Acquisition.

Mr Roe is an experienced business professional with 28 years in the financial services and information technology sectors. He was an early and ongoing participant in exchange-traded funds in Australia, having been responsible for issuing the first of these on the ASX in 2001 and the first active exchange- traded fund in 2005. Steuart has also been responsible for many other first to market financial products on the ASX. Across his career, Steuart has been a proprietary trader, a hedge fund manager, a fund manager and a CEO of an ASX-listed company. Steuart is a former UBS and Citigroup investment banker. Steuart holds a Bachelor of Science degree majoring in mathematics and statistics from the University of Melbourne, a Master of Applied Finance degree from Macquarie University and was a Registered Representative of the Sydney Futures Exchange.

Corporate Structure

Subject to the completion of the Proposed Acquisition, Registry Direct will become a wholly owned subsidiary of Complii. Upon completion of the Proposed Acquisition, Registry Direct shareholders will own approximately 18.2% of Complii on an undiluted basis and approximately 14.3% on a fully diluted basis. Further, no person will acquire a holding of shares in the Company, or increase their holding, to an amount in excess of 19.9% of all the shares in the Company on issue on completion of the Proposed Acquisition.

Complii FinTech Solutions Ltd	www.complii.com.au
ABN 71 098 238 585
[e-mail]
Level 6, 56 Pitt Street, Sydney NSW 2000	Telephone: [phone]

For personal use only

ASX Announcement

6 June 2022

Indicative Capital Structure

The proposed capital structure of the Company following completion of the Proposed Acquisition and issues of all securities contemplated as at the date of this announcement are set out below. The Company notes the capital structure is indicative only and may be subject to change prior to completion of the Proposed Acquisition.

		Holders			Shares				Options			Performance
									(unlisted)			Rights
		Current		417,135,994		115,107,037			35,346,411
		Shares to be issued pursuant to the			92,898,757				-				-
		Takeover Offer
		Complii Options to be issued to current			-				2,111,111				-
		holders of Registry Direct Options1
		Completion Retainer Shares2		1,388,889
		TOTAL			511,423,640				117,218,148				35,346,411

Notes:

1. Registry Direct currently has 9,500,000 options on issue. It is proposed that, on completion of the Proposed Acquisition, the Company will exchange the current Registry Direct options with 2,111,111 new Company options, where the exercise price of the new options will be 4.5 times the exercise price of each of the Registry Direct options and the expiry date will be the same date as the current expiry date of the respective Registry Direct options.
2. On completion of the Proposal Acquisition, Complii will issue $125,000 worth of fully paid ordinary Complii shares to MST Financial Services Pty Ltd (or its nominee) for advisory services associated with the Proposed Acquisition. The price per share will be the 20 day VWAP to the date of completion of the Proposed Acquisition, where a price of $0.09 per share has been used above for indicative purposes. These shares will be escrowed for 12 months.

Indicative Timetable*

An indicative timetable is set out below. The Company notes the timetable may be subject to change:

	Event		Date
	Bidder's Statement lodged with ASIC and served on Registry Direct		20 June 2022
	Target's Statement lodged with ASIC and served on Complii		27 June 2022
	Takeover Offer Period commences		4 July 2022
	End of Takeover Offer Period (unless extended)		5 August 2022
	Issue of new Complii shares pursuant to the Takeover Offer		8 August 2022
	Commencement of compulsory acquisition process of Takeover Offer		8 August 2022

*Please note that this timetable is indicative only and the Directors of the Company reserve the right to amend the timetable as required.

Complii FinTech Solutions Ltd	www.complii.com.au
ABN 71 098 238 585
[e-mail]
Level 6, 56 Pitt Street, Sydney NSW 2000	Telephone: [phone]

For personal use only

ASX Announcement

6 June 2022

Further Information

The Company confirms that it has undertaken appropriate enquiries into the assets and liabilities, financial position and performance, profits and losses and prospects of Registry Direct for the Board to be satisfied that the Proposed Acquisition is in the best interests of the Company's shareholders.

Further information in relation to Registry Direct and its business as well as in relation to the combined entity will be included in the Bidder's Statement and the Target's Statement each of which will be released on ASX and despatched to holders of Registry Direct shares in accordance with the indicative timetable referred to above.

Next Steps

Detailed information in relation to the Takeover Offer will be set out in the Bidder's Statement and Target's Statement. Registry Direct shareholders may accept the Takeover Offer by following the instructions in the Bidder's Statement.

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

- ENDS -

For more information please contact:
Craig Mason	Alison Sarich
Executive Chairman	Executive Director
0437 444 881	[phone]
[e-mail]	[e-mail]

About Complii

Complii is a digital platform providing an electronic centralised framework to manage AFSL holders (Stockbrokers & Financial Planners) and their licenced user centric workflows for compliance, capital raising and operational needs. Complii recently acquired PrimaryMarkets, an independent global trading platform which enables the trading of shares in unlisted companies and funds. The customisable software provides a single desktop solution which automates key compliance and operational needs. Complii's software automates multiple routine activities so that clients can better meet their regulatory obligations, while giving them more scope to better service clients in a targeted way.

Complii is uniquely positioned in Australia as a full-service software provider for AFSL holders including brokers, advisors and wealth management firms.

Complii FinTech Solutions Ltd	www.complii.com.au
ABN 71 098 238 585
[e-mail]
Level 6, 56 Pitt Street, Sydney NSW 2000	Telephone: [phone]

For personal use only

COMPLII FINTECH SOLUTIONS LTD ACN 098 238 585

(Complii)

and

REGISTRY DIRECT LIMITED ACN 160 181 840 (Registry Direct)

BID IMPLEMENTATION AGREEMENT

1

3458-5126-6331, v. 2