Update re Share Price Volatility Suspension
The Company welcomes a period of suspension from the ASX to give it time clear up rumour and innuendo surrounding ISX. In such an environment, the Company believes it is in the best interests of shareholders that trading not occur.
ISX is engaged in responding to the enquiries by the ASX and will continue to work co-operatively with regulators in coming weeks. The Company has and will remain compliant with all of its disclosure obligations.
Shareholders can be assured that the directors are entirely confident about the Company's conduct and disclosures.
There has been significant media focus regarding the distribution of shares issued to iSignthis Ltd (BVI) and the allocation of Performance Rights Shares ("Performance Rights") issued to Red 5 Solutions Ltd ("Red 5").
iSighthis Ltd and Consideration Shares
Prior to listing, the following individuals ("Angel Investors") invested cash into the Company and in return were granted rights by iSignthis Ltd (BVI) that, upon expiry of the escrow period per the December 2014 Prospectus ("the Prospectus"), led to the issue of shares ("Consideration Shares") in the Company.
1. Nickolas John Karantzis (CEO and Managing Director)
2. Timothy Hart (Non-Executive Chairman)
3. Todd Richards (Company Secretary)
4. Andrew Karantzis (Chief Sales Officer)
5. Konstantina Karantzis (Mother of Andrew and Nickolas John Karantzis)
6. Ian Tetro
7. Benjamin Walmsley
8. David Edmonds
The Consideration Shares were issued to iSignthis Ltd (BVI) to be held in escrow for a period of two years from 16 March 2015. iSignthis Ltd (BVI) acted as trustee for the Consideration Shares such that the escrow conditions of the Prospectus could be managed via a single entity.
No directors or their related parties have sold shares in ISX since its relisting on the ASX in March 2015.
Red 5 Solutions Ltd ("Red 5")
Performance Rights (Class A, B and C) were issued to a number of investors and staff who contributed to the performance of the Company in its initial years, as per the Prospectus.
Red 5 acts as the entity that holds Performance Rights on behalf of a number of early-stage staff.
The Company can confirm that of the eight Angel Investors listed above just one individual also has holdings in Red 5. That person is Mr Andrew Karantzis, who has also worked as an employee of the Company as Chief Sales Officer and has been issued Performance Rights.
The Company can confirm that no individual who can be classified as a "related party" under Section 228 of the Corporations Act (2001) has a shareholding in Red 5 or any beneficial or pecuniary interest in shares held in Red 5.
The Company Secretary of Red 5 is Ms Irene Naumova, the wife of Mr Andrew Karantzis.
Audits Conducted on the Company's Revenue and Performance Rights
ISX has undergone two separate year-end audits by the Company's auditor on its accounts that cover the period pertaining to the issue of Performance Rights.
One audit was for the financial year ending 30 June 2018 and one for the financial year ending 31 December 2018.
There have been no material concerns arising from any of these audits.
The Company has also held two Annual General Meetings - one in November 2018 and one in May 2019 - at which these auditor reports were presented and passed.
About iSignthis Ltd
Australian Securities and Frankfurt Stock Exchange listed iSignthis Ltd (ASX:ISX) (FRA:TA8) is the global RegTech leader in remote identity verification, payment authentication with deposit taking, transactional banking and payment processing capability. iSignthis provides an end-to-end on-boarding service for merchants, with a unified payment and identity service via our Paydentity(TM) and ISXPay(R) solutions.
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 AML KYC standard.
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 Monetary Financial Institution, offering card acquiring in the EEA, and Australia.
ISXPay(R) is a principal member of Visa Inc, Mastercard Inc, Diners, Discover, (China) Union Pay International and JCB International, an American Express aggregator, and provides merchants with access to payments via alternative methods including SEPA, Poli Payments, Sofort, Trustly, WeChat, AliPay and others.
UAB Baltic Banking Service, a wholly owned subsidiary of iSignthis Ltd, provides API based access to SEPA Core, SEPA Instant and SEPA business scheme, for neobanks, banks, credit unions and emoney institutions, and provides a bridge to the Central Bank of Lithuania's CENTROLink service.
Probanx Information Systems Ltd (Probanx(R)), a wholly owned subsidiary of iSignthis Ltd, is an international banking software company which has been serving the banking industry since the year 2000 by developing comprehensive banking software solutions to financial institutions around the globe. Probanx offers web-based banking solutions using the latest technology and international standard business rules. Our customers are located on five continents and supported from our technical centres in Europe and Australia.
iSignthis' Probanx delivers core banking software, including a fully comprehensive and versatile banking solution for retail, corporate and private banks, emoney and payment institutions, offering capabilities that up until now were affordable only by large commercial banks.
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