Complii FinTech Solutions Ltd (ASX:CF1) has exchanged a Bid Implementation Agreement to acquire Registry Direct Limited (ASX:RD1) from board of Registry Direct and others for AUD 8.7 million on June 6, 2022. Under the terms, 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 in total 92.89 million shares was issued by comolii. Complii will issue AUD 0.125 million worth of fully paid ordinary Complii shares to MST Financial Services Pty Ltd (or its nominee) for advisory services. Subject to the completion, Registry Direct will become a wholly owned subsidiary of Complii. Complii shall pay the fee of AUD 0.1 million if it has terminated this agreement pursuant to clause 9.1(a), 9.1(c) or 9.2(c).

Complii intends to appoint Steuart Roe (founder and Chief Executive Officer of Registry Direct) as an executive director to the Complii Board effective on completion. The board of the Combined Group will comprise of Craig Mason (Executive Chairman), Alison Sarich (Managing Director), Gavin Solomon 45 (Executive Director), Greg Gaunt (Non-Executive Director), Nick Prosser (Non-Executive Director) and Steuart Roe (Executive Director). Scott Beeton and Matthew Cain will resign as Registry Direct Directors.

As a result of the implementation of Complii's intentions, some employees may undertake functions that will be centralised in the Combined Group. Some job losses may occur as a result. Complii intends to discuss employment arrangements with its existing personnel together with all of the existing personnel of Registry Direct

Transaction is subject to clause 2.4(b), as soon as practicable after Complii has a Relevant Interest in more than 90% of the Registry Direct Shares, Craig Mason and Alison Sarich shall be appointed as directors of Registry Direct, and the resignation Scott Beeton and Matthew Cain as directors of Registry Direct. Transaction is subject to Regulatory and Third-party approval. The Takeover Offer to be lawfully made to and accepted by the Registry Direct Shareholder as well. The offer is subject to the satisfaction of certain bid conditions including a 90% minimum acceptance and is not subject to the approval of either Complii shareholders or Registry Direct shareholders. The Registry Direct Board has unanimously recommended that Registry Direct Shareholders accept the Takeover Offer. The offer Period commences on June 4, 2022 and will end on August 5, 2022. As of August 4, 2022, the offer period will now extends to August 19, 2022. The transaction is scheduled to complete in the first quarter of 2023.

Mst Financial Services Pty Ltd acted as financial advisor to Complii. Nexia Perth Pty Ltd and GrilloHiggins Lawyers acted as tax advisor and legal advisor to Complii. Automic Pty Ltd acted as Share Registry and Hall Chadwick WA Audit Pty ated as accountant to Registry Direct.

Complii FinTech Solutions Ltd (ASX:CF1) completed the acquisition of Registry Direct Limited (ASX:RD1) from board of Registry Direct and others on August 30, 2022. Complii has a relevant interest in 91.04% of Registry Direct shares and is entitled to proceed to compulsory acquisition of the remaining Registry Direct shares in respect of which it has not received acceptances under the Offer. A notice of compulsory acquisition has been lodged with the Australian Securities and Investment Commission today and notices of compulsory acquisition and related correspondence will be dispatched to all Registry Direct shareholders who have not accepted the Offer. Scott Beeton and Matthew Cain have today formally resigned from the Board of Directors and Alison Sarich and Craig Mason have been appointed as Directors of Registry Direct.