Complii FinTech Solutions to join ASX via Intiger Group reverse takeover deal

Sydney-based Complii FinTech Solutions looks to be joining the ASX before Christmas by way of a reverse takeover by financial software company Intiger Group (ASX: IAM).

Intiger announced the signing of a bid implementation agreement a week ago, which set out the terms for an all-scrip buyout of the private fintech company.

Under the deal, Intiger will change its name to Complii FinTech Solutions and launch a public offer to raise up to $7 million to enhance and develop its digital compliance and corporate raising platform, as well as expand its product offering through strategic acquisitions.

Speaking with Small Caps, Complii managing director Alison Sarich said the company was attracted to the Intiger deal because of the complementary nature of the business.

“Intiger produce an SOA (service-oriented architecture) [software platform] for a financial planner, whereas Complii produces an SOA for a wealth advisor… it’s a natural fit to grow our business because we could branch out into the financial planning space,” she said.

In a separate interview, Complii executive chairman Craig Mason told Small Caps the company’s aim going forward is to be a “tech aggregator”.

“We will continue to look at sub-scale businesses, just as we’ve bought three over the last 12 months,” he said, referring to Complii’s acquisition of Australian Financial Services Licence (AFSL) services business Adviser Solutions Group, online mortgage broking platform Shroogle and the compliance e-learning module ThinkCaddie.

“Part of our aim of being in the listed market is to continue to expand our technology suite to support our every growing client base,” he added.

A comprehensive platform

The Complii platform is a digital customisable platform that offers business, compliance and operational solutions to stockbroking, corporate advisory and other AFSL holding firms.

“We know what’s in the market – some firms have tried to attach a little bit of efficiency to products to help out the advisor, but nothing is comprehensive in terms of compliance and capital raisings,” Ms Sarich said.

While some bigger firms might offer some compliance, capital raising or professional development (CPD) tools, Mr Mason said Complii is unique in that it is the only platform to offer “the full suite”.

According to Mr Mason, Complii’s client base includes more than 70 firms, which include a number of Australia’s mid-tier brokers and around 3,500 underlying users.

He became involved in the business because he “really believes in the technology” and thinks he can take it to the next level.

Corporate Highway feature

The Corporate Highway feature of the Complii system is what Mr Mason describes as “the secret sauce”.

It is a toolkit that essentially streamlines the capital raising process from start to finish and with firms having successfully raised $6.2 billion using the feature across some 1,800 transactions and 52,000 bids for the last 10 months of calendar year 2020, he said it is “becoming the industry standard for capital raising capabilities”.

“There is live client and advisor bidding, electronic scalebacks and a live central book, so every time you put a bid in, it updates. Then there is offer letter generation, electronic client acceptance and client settlement [functions]… Basically, the corporate team will go out and get the deal, enter it into Complii, then Complii does the rest,” Ms Sarich said.

Phase two of Corporate Highway has recently rolled out, which includes the ability to share deals with other brokers using the Complii platform. In addition, if a deal has two lead managers, bids can be viewed in real-time across the system.

“Advisors using the system can view a deal that they would never normally have access to,” Ms Sarich said.

A third phase is due to be rolled out “soon”, which will entail the ability to open a deal up to the general public.

“It’s a massive distribution and efficiency tool and you know if the deal goes through Complii – a compliance system at its core – it means the deal is being done in a compliant manner,” she said.

“It’s not done in an email hidden from management; it’s all above board and you’ve got the right clients participating in the right deals because it’s all done in a compliant way.”

“We have over 3,500 users and nearly 1 million end customers of those users. So ultimately, in the future, there is potentially a market within a market,” Mr Mason added.

Takeover and public offer

As part of the reverse takeover, Intiger will issue 1.24 shares for every Complii share held. Complii shareholders will also be given two sets of options – the first exercisable at $0.05 each by the end of 2022 and the second exercisable at $0.10 by the end of 2023.

Intiger will first consolidate its shares on an 80:1 basis and all shares issued in the acquisition deal will be post-completion.

The newly formed Complii also plans to launch a public offer to raise $5-7 million through the issue of 100-140 million shares priced at $0.05 each.

The majority of the funds, along with existing cash reserves, will be used on product development and integration, expansion including taking advantage of strategic and acquisition opportunities.

Growth strategy

While proceeds of the offer will be partly used to acquire similar businesses, Ms Sarich said there is “a lot more to come” for the current Complii product.

The third phase Corporate Highway platform is already built, but the existing technology will be enhanced in line with changed regulation requirements and additional modules will be added to the system, she said.

Ms Sarich also mentioned development of a research tool that follows a similar concept as Corporate Highway, where brokers can share research amongst each other.

Benefits of a listed company

Mr Mason listed three key benefits of being a listed company, the first being that a stronger balance will make it easier to do business with bigger firms.

“Being underfunded or having a not-so-strong balance sheet is always going to be a question in a due diligence process. It will give us greater credibility with the bigger end of town,” he said.

Secondly, as an “aggregation vehicle”, easier access to capital will enable the company to continue to grow and develop and take advantage of sub-scale businesses.

“The third thing is that people investing in the journey want to see a liquidity event. None of them at this stage have any appetite to sell – if anything, a lot of them want to top up in this process,” he said.

Intiger shares have been suspended since late August. The public offer proposes to open on 2 November and closes on 27 November with Complii expected to be reinstated to trading on the ASX on 4 December.