iSignthis released a letter to Shareholders – Update
Below is a letter to Shareholders – Update as it was released by iSignthis:
Today the ASX released yet another one side letter, without allowing the Company to tell its side of the story.
The Company has complied with the Listing Rule requirements under LR 3.17A, which requires “material information” to be disclosed regarding any notices received under s249N of the Corporations Act.
The listing rule does not require disclosure of each person requisitioning the notice, nor the voting intentions of private shareholders to be disclosed to the ASX. I’m sure that this would be understood as a basic principle of a democratic society, and that any reading of the ASX listing rules will demonstrate that seeking this data is over reach by the ASX.
Further, the Listing Rules do not apply to the Company’s compliance with Corporation’s Act – that is the role for the actual regulator, ASIC.
ASX guidance on this is clear per responsibilities of ASIC (second last bullet point) https://www.asx.com.au/documents/about/corporations-act-vs-listing-rules-matters.pdf No request for information has been received from ASIC.
We also have concerns regarding leak of information from the ASX to day traders and shareholders, and have provided the ASX evidence of such. The ASX refuses to take action or even acknowledge a clear leak (despite us naming names etc), which means we will need to escalate this externally to the ASX.
It is abundantly clear from the evidence that confidential information has been leaked to external parties. The ASX has refused to provide the Company with any assurance as to maintaining the confidentiality of our information.
Annual General Meeting
The board will provide further guidance no later than 7 days before the AGM with regards to shareholder requisitioned resolutions 6 & 7.
At this stage, we are not hopeful of a resolution with the ASX outside of a court room, and note that de-listing the Company is an option that we may consider post the court case, as it is clear that the ASX will continue its malicious persecution of the Company whether we are successful or not.
It should be noted that the balance of the resolutions assume a ‘business as usual’ re-quotation on the ASX, including adopting recommendations from KPMG re remuneration of non executive directors, and continuing the employee performance rights scheme.
Escrow by ‘Founding’ Shareholders
The ASX has also now recently rejected shareholders offer of escrow of the 336m shares distributed to certain founding shareholders of the Company, and now seeks information that is not related to the offer of escrow, as a condition precedent to accepting the escrow.
We do not consider this as an act of good faith, noting that the original escrow discussion encompassed one year from 2nd October 2019. The shareholders affected, comprising directors and some early stage investors, are offering one year from re-quotation of the shares, or what will be close to two years from suspension, assuming ISX securities are re-quoted in the next 3 months. The ASX clearly has no intention to see this last hurdle resolved, despite the affected shareholders extending a very generous offer of escrow.
The 4 ASX Directions
We continue to comply with the substantive requirements set out in the ASX directions, and note that 3 of the 4 directions have already been met. The 4th direction, being the independent expert report on the Company’s continuous disclosure, is well underway. We expect this in short course.
Federal Court Case
The Company has reviewed and quantified the first tranche of damage and will be seeking damages from the ASX. There are likely to be several tranches claimed, with further damage accruing as the ASX continues its malicious campaign against the Company. The quantum at this stage appears to be large and material, even to ASX scale operations, and continues to increase.
We are determined to clear the Company’s reputation through the Federal Court action, and pave the way for shareholders to be in a position to consider a class action for damages against the ASX.
I thank you and appreciate your continuing support.
N J (John) Karantzis
Managing Director, iSignthis Ltd