iSignthis – Independent Expert Report : ISX Compliance with Continuous Disclosure Requirements
iSignthis, a leading emoney, payments and identity technology company, publicly listed on the Australian Securities and Frankfurt Stock Exchange (ASX : ISX | FRA : TA8), published the Independent Expert’s report of the disclosure policy and processes of iSignthis Ltd (ACN 075 419 715) (ISX) in accordance with the ASX directions issued to ISX on 1 May 2020 (ASX Directions).
Below is a letter to Shareholders and the Findings of the Independent Expert:
No Material Non Compliance Findings by Independent Expert
Shareholders may recall that the ASX directed ISX to engage a partner from one of Australia’s top law firms – one nominated by the ASX – to conduct an Independent Expert review.
The Independent Expert review has been completed and was jointly authored by two partners of Clayton Utz.
The findings speak for themselves, and we encourage shareholders to read the attached in full.
On the issue of material announcements, the Company’s approach has been consistent, and it has met its continuous disclosure obligations.
We are pleased that the findings of the Independent Expert with regards to the practices of Company have been consistent with best practice of an ASX300 Company. This is despite the majority of materials that were reviewed by the Independent Expert relating to a time when the Company was in startup phase, ahead of ISX’s eventual entry into the ASX300 (albeit only for a few days).
As with any policy or procedure, there is always room to improve, and the Company welcomes the constructive review and recommendations from Clayton Utz.
The Company has accepted the umpire’s decision. Where the Independent Expert has found that there have been shortfalls, we will improve.
The Independent Expert’s recommendations will be implemented in the Company’s Continuous Disclosure Policy (per the ASX announcement today).
The ASX’s reaction to the Independent Expert report has been unexpected, even under these unique circumstances. Aside from blocking release on Friday, we are now aware that over the weekend the ASX has engaged in an unseemly squabble with the Independent Expert.
For the ASX to place pressure on the Independent Expert – one of its own choosing – simply because it does not like its findings is an unprecedented and extraordinary act from the self-declared ‘heart’ of the Australian financial markets.
As we have said for many months, the ASX has been unable to separate its role as market operator, from that of being the defendant in $50m plus damages claim brought by ISX.
The ASX, in its role as defendant, may not like the Independent Expert report. But that is no justification for the ASX as an Australian Market Operator to ignore its licence obligations and prevent the release of the report.
ISX believes that the ASX is now running further risk of misinforming the market by withholding material information.
N J Karantzis Managing Director
Independent Expert Report: ISX Compliance with Continuous Disclosure Requirements
iSignthis Ltd (“The Company” or “ISX”) welcomes the publication of the Independent Expert’s report, which states:
“Based on our review in accordance with the Agreed Scope, we did not identify any contract entered into by ISX with customers since 1 January 2018 that has not been disclosed and that, in our opinion, was of such a nature that a reasonable person would have expected information about the contract to affect the price or value of ISX’s shares. In accordance with the ASX Direction and the Agreed Scope, we did not consider the Key Contracts.”
ISX hopes that the publication of this report brings to an end much of the speculation that led to a highly damaging suspension of the Company from trading on the ASX.
ISX does note that the Independent Expert did find some areas in which improvements can be made and has made a number of recommendations. The Company advises that it will act to implement any of the Independent Expert’s recommendations that have not already been implemented by the Company’s board and management.
“The board and management of ISX welcome the Independent Expert’s report and feel vindicated by its findings,” said Tim Hart, Chairman of iSignthis. “It has been a disappointing time for our shareholders, who have been prevented from trading their stock for more than nine months on the basis of speculation by the ASX and media reports. The Independent Expert did not identify any critical non-compliance matters.”
“iSignthis grew very quickly to become an ASX300 company. While the Independent Expert found that we were largely compliant with best practice for an AX300 company during that period of extremely rapid growth, it did identify some areas that could be improved. We will act to ensure all of the recommendations are implemented in their entirety.”
Authorised by the Board of Directors
To read the full Independent Expert Report, click on: ASX_Indie_Expert_16thJuly2020