Admitted to ASX300 today
Onwards and Upwards
well done and the dud ote director gets free carried..amazing ..incompetence gets paid..
iSignthis goes to war with Ownership Matters
Jonathan Shapiro and Vesna Poljak
Sep 17, 2019 — 6.00pm
ASX-listed fintech unicorn iSignthis has gone to war with Ownership Matters, lobbing a six-page response to issues raised by the governance firm that rocked confidence in the high-flying payments company.
In a statement to the exchange on Tuesday, iSignthis said it had met all its disclosure requirements; clarified that it changed its reporting period to streamline its audit process; and that it only beat one of three (as opposed to all three) performance hurdles by a narrow margin. resulting in the issue of performance shares that are now worth $500 million.
iSignthis said it had written to Ownership Matters and is "considering its various options."
The response is the latest attempt to refute the research authored by the governance firm to clients last week.
iSignthis is a market darling having made investors that backed it at the start of the year more than 10 times their money. It soared to a market capitalisation of over $1 billion.
Shares in the company, which provides identity checks processing and payment services to trading and gambling platforms, fell more than 30 per cent last week as the market became aware of the report by Ownership Matters.
iSignthis defends share dispute brought by investor
Jonathan Shapiro and Vesna Poljak
Sep 19, 2019 — 12.00am
iSignthis Ltd BVI, its managing director John Karantzis, and his investment vehicle Select All Enterprise, are named as defendants in a share dispute brought by an early investor, David Edmonds, who argues he never received the performance shares owed to him.
Mr Karantzis, Select All and the British Virgin Isles-business which became the basis of the ASX-listed fintech darling of the same name forcefully reject the key claims, including that of loss, made by Mr Edmonds and his Larkspur Tribeca in their Federal Court proceedings.
The plaintiffs assert they were investors from around 2015 and the dispute centres around performance shares issued in 2018, but which the defendants say Mr Edmonds and Larkspur had no hand in helping achieve.
The plaintiffs assert that Mr Karantzis is the “sole director and shareholder” of Select All; the defence acknowledges Mr Karantzis is a director and sole shareholder “at all material times”.
The defendants also challenge Larkspur’s role as an applicant on the basis that Mr Edmonds was actually a director of another BVI company, Bennick, which was party to a sales and marketing agreement with iSignthis Ltd BVI and Ignition Ltd in 2013.
Following a backdoor listing, iSignthis raised $3.1 million at 3¢ a share in 2015. The BVI company of the same name received 298 million shares as consideration, and would receive a further 336 million performance shares linked to escalating revenue hurdles (which were achieved in 2018).
Updated: Sep 18, 2019 — 4.10pm. Data is 20 mins delayed.
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The BVI company held the relevant shares on trust, subject to escrow requirements, and Mr Edmonds and Larkspur each assert they have a right to 0.41 per cent and 2 per cent of those, respectively.
That is equivalent to 5,966,667 so-called consideration shares and 6,733,332 performance shares (Larkspur), which the defendants do not dispute; and 1,233,167 consideration shares and 1,380,333 performance shares (Mr Edmonds).
The assets of the trust could not be sold, transferred or disposed, the plaintiffs further add, without consent in writing.
Mr Edmonds and Larkspur received their consideration shares in full in April and May of 2017. The defendants add that they were in a position to have done so earlier, but separate orders issued by the Supreme Court of Victoria prevented this.
But in April 2019, the plaintiffs wrote to the BVI company, copying in Mr Karantzis, demanding the transfer of performance shares after the BVI company “refused, failed or neglected” to do so after the relevant escrow period ended.
Mr Edmonds and Larkspur claim on April 30, 2019, they learned through ASX statements that the BVI company had disposed of the performance shares, some of which they now assert belong to them. Of the 446,797,754 shares disposed of, 223,398,878 of those went to Mr Karantzis’ Select All.
Mr Edmonds and Larkspur say they didn’t consent to this and they assert a “breach of trust” by Mr Karantzis and Select.
The shares in dispute are worth almost $8.2 million at Wednesday’s market prices.
However, the defendants assert that when the relevant escrow period ended, on March 16, 2017, none of the milestones related to the performance shares had been met and so those shares were not assets of the trust. The BVI company had no duties to Mr Edmonds and Larkspur in this respect.
The defendants also reply that of the 336 million performance shares, ASX-listed iSignthis issued 149,654,654 shares to the BVI company, and 187,012,013 “to employees and directors of the company, or nominees of those persons, other than Mr Karantzis who helped the company achieve” the revenue hurdles.
Further, Mr Edmonds “did not help” the achievement of revenue hurdles before the escrow period ended or before May 18, 2017, when the balance of the consideration shares were transferred. The defendants argue he “did not help” on the basis of Bennick’s obligations under the sales and marketing agreement. Similarly, Larkspur “did not help”.
Had Mr Edmonds or Larkspur “helped”, then the business may have struck its revenue hurdles early enough for the plaintiffs to participate before escrow concluded, or May 18, 2017.
Mr Edmonds and Larkspur’s written demand was for the 446,797,754 shares to be returned to the BVI company on May 1, 2019, and in light of that request being unfulfilled, Mr Edmonds and Larkspur claim they have suffered loss and damage.
But the defendants deny the escrow period expired in August 2018, and assert that the consent of the applicants was not required for the relevant share transfer. Again, they say there was no basis for Mr Edmonds and Larkspur to make this demand.
The plaintiffs are seeking a declaration that Select All holds the shares on trust, “specific performance of the trust deed”, or alternatively damages plus interest and costs.
my average ( new share ) SP was 1.4c sold out at $1 ( after several profit takes on the way up )
have done very nicely on this ... be careful of potential take-over activity ( which could be a hostile internal type / boardroom infighting )
iSignthis shareholder dispute triggered by software issues
Sep 20, 2019 — 12.00am
A legal dispute involving iSignthis founder John Karantzis and the company's Asian marketing partners over unallocated shares arose because the company's software didn't work as intended, court documents claim.
In a filing to the Victorian Supreme Court in April 2017, Ben Walmsley of Hong Kong based Ignition Holdings sought to prevent iSignthis BVI from releasing shares it said it was entitled to after Mr Karantzis disputed the claim.
Ignition and another firm, Bennick, controlled by David Edmonds, had entered into a sales and marketing agreement with iSignthis BVI in 2013 to market its "authentication services" in Asia.
But in around late 2013 and early 2014, a dispute arose because the software underpinning the BVI company's "authentication services did not function as intended", leading them to withhold the payment of licence fees.
The parties then agreed that $US250,000 of unpaid fees and expenses would form the consideration of shares in iSignthis BVI that held the assets acquired as part of a "reverse listing" of iSignthis on the Australian Securities Exchange.
This resulted in Ignition, Mr Edmonds and Larkspur Tribeca subscribing to 4 per cent of the rights associated with the vendor, which would entitle them to "consideration", "shortfall" and "performance" shares issued by iSignthis.
Updated: Sep 19, 2019 — 4.11pm. Data is 20 mins delayed.
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These shares were subject to a two-year escrow while the issuance of the performance shares were subject to the company meeting certain revenue targets at June 30, 2018, which they did.
The April 2017 court injunction sought to prevent the distribution of 5,217,942 shares that Ignition had claimed to have an entitlement over, but which Mr Karantzis had denied.
Mr Karantzis said he initially denied Ignition was entitled to the shares because by paying the $US250,000 in full or transferring their Asian shares in the entity, they had breached an agreement. Later court filings showed the payments and transfers had been made.
The dispute with Ignition was subsequently settled, but a further dispute between Larkspur Tribeca, Mr Edmonds and Mr Karantzis has since arisen.
The Australian Financial Review reported on Thursday that iSignthis BVI has disputed the claims by Mr Edmonds and Larskpur Tribeca that argued in court filings they were owed performance shares, worth around $8 million at the current share price.
The performance shares accrued to iSignthis BVI as per the terms of the 2014 prospectus which stated were non-transferable.
Shares in iSignthis, which provides identity checks and payment services for gambling and trading platforms, fell as much as 30 per cent on Thursday, after revelations of the court proceedings were published.
iSignthis shares closed 11 per cent lower at 90¢ during the session in which a record 100 million shares changed hands.
The company responded to an ASX query about the volume and price change, stating the matter related to a dispute with historical shareholders and the British Virgin Islands entity which held assets acquired by the listed entity.
"The matter will be dealt with by Mr Karantzis and has no impact on the operations of iSignthis Ltd, its shares and its cost base," the company said.
The company, which is on the verge of index inclusion after reporting stunning growth in transaction volumes has hit back at claims its ownership structure is opaque and says it has no obligation to seek and reveal the beneficial owners of its second largest shareholder Red 5 Solutions.
Shares of iSignthis have soared by more than 10 times this year, pushing its market capitalisation above $1 billion.
But its tremendous success has attracted scrutiny from analysts and investors.
A report last week by governance experts Ownership Matters unnerved some buyers, prompting a 34 per cent single-day drop in the share price. The company has since published a response to the exchange.
iSignthis says it's compliant, ducks questions
Jonathan Shapiro and Vesna Poljak
Sep 25, 2019 — 12.00am
Payments unicorn iSignthis assured the market it "adheres [to] or exceeds" its regulatory requirements, but a series of transactions that triggered alerts at Danish bank KAB last year remain unexplained.
Shares in iSignthis fell 10 per cent to 94¢ on Tuesday after a joint investigation by The Australian Financial Review and Danish business publication Børsen revealed that KAB received 26 alerts relating to foreign transfers in and out of the account of iSignthis eMoney.
The alerts related to unusually large foreign transfers and were triggered between June 14 and July 23, 2018; 10 of 14 alerts in June related to payments into the iSignthis subsidiary account and 10 of 11 alerts in July related to payments out of the account.
The alerts coincided with the end of the 2018 financial year in which escalating revenue milestones had to be met in order for all of 336 million shares to be issued to vendor iSignthis BVI, whose operations became the basis of the listed iSignthis as part of a "backdoor listing" in 2014.
KAB, or Københavns Andelskasse, was a small co-operative with no branches and €41 million ($66 million) in deposits that has been reported as the largest money laundering scandal on Danish soil. On Friday, Denmark's State Attorney for Special Economic and International Crime launched a formal investigation into the lender for breaching anti-money laundering laws.
It was deemed by the Danish Financial Supervisory Authority to lack effective measures to prevent money laundering.
Updated: Sep 24, 2019 — 4.10pm. Data is 20 mins delayed.
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In response to questions on Monday seeking an explanation of the flagged transactions and why iSignthis elected to bank with KAB, iSignthis boss John Karantzis said he was prevented from commenting on the alerts. He added, however, that the media inquiries acknowledged that the company "had high turnover and volumes."
This observation was also noted by Patersons Securities research analyst Martyn Jacobs, who told clients in a note that reports were "supporting evidence of high transaction volumes and values, suggesting support for the revenues claimed by ISX during that period."
Mr Jacobs maintained his $2.07 share price target.
iSignthis, which provides identification and payment services to gambling and online trading platforms, told the exchange that it operates an extensive anti-money laundering platform and that it is "working with regulators to make sure it adheres [to] or exceeds regulatory requirements during this growth phase".
It volunteered that it reports key statistics on a monthly basis and raises suspicious activity reports with regulators when they occur.
In Tuesday's market update, iSignthis also said it had restated the accounting treatment of funds held on behalf of two clients whose own funds had been frozen by the Australian Securities and Investments Commission.
The clients in question are OT Capital and Trader Q, according to a report in The Sydney Morning Herald, which said ASIC was heading to court to appoint liquidators to the two firms.
Working with ASIC
ASIC obtained interim injunctions against the brokers in February 2018 and said in a statement at the time that their conduct was "misleading or deceptive and/or unconscionable."
iSignthis clarified that the merchants were no "longer active customers".
Late on Tuesday, a statement issued by ASIC said its inquiries had led iSignthis to decrease funds held on "behalf of merchants classified as current assets and current liabilities by $6.3 million to $2.3 million as at 30 June 2018."
The regulator stated that "off balance sheet accounting remains a focus area for financial reporting at 30 June 2019."
iSignthis had disclosed in its accounts that it moved $4.7 million off its balance sheet, after the freezing of funds meant they no longer qualified as assets.
iSignthis also clarified that the ASIC court action and freezing of funds had no impact on the company's profits and its net assets. It held $34 million of client funds on balance sheet at June 30, 2019.
Shares in iSignthis have surged by more than 10 times this year as its market capitalisation exceeded $1 billion. The stock was added to the S&P/ASX 300 Index on Monday.