Southern Cross Payments Ltd

(ASX : SP1) Payment solutions

[Southern Cross Payments Ltd @SCPaymentsLtd]

ASIC vs iSignthis Ltd and Nickolas John Karantzis

Last Friday afternoon 21st June 2024, the Federal Court of Australia handed down its decision in the proceeding brought by the Australian Securities & Investments Commission (ASIC) against iSignthis Ltd (the Company) and its former managing director, Mr Karantzis.

Following a report published by Ownership Matters @omgovernance in September 2019 and suspension by the @ASX of the Company’s shares in October 2019, ASIC @asicmedia commenced an investigation into the revenue earned by the Company in the six months to 30 June 2018, which resulted in the achievement of the performance milestones and consequent issue of the performance shares.
At all times, the Company and its officers, including Mr Karantzis, maintained that the revenue had been earned legitimately.

ASIC refused to accept this position and instead issued the proceeding making very serious allegations against Mr Karantzis for breach of his directors’ duties arising from the achievement of the performance milestones^1.  That case failed.  

In rejecting those allegations, the Court made the following findings:

·           “ASIC has not proven to the requisite standard that Mr Karantzis has made an improper use of his position in relation to the performance shares…”

·           “it cannot be accepted that ASIC has proven to the requisite standard that Mr Karantzis failed to exercise his powers in good faith in the best interests of the corporation and for a proper purpose.”

The matter of the achievement of the performance milestones and consequent issue of the performance shares is now closed, with ASIC having failed to make its case.

The relative significance of the issues on which ASIC failed and those on which it succeeded will be the subject of detailed legal submissions in the second phase of the proceeding.  Accordingly, it is not appropriate to comment further.

The Company expects to be in a position to make fuller comment when all of the issues in the proceeding have been finally determined by the Court.

^1 https://t.co/hJTC2kvyB5

[email protected]

[Southern Cross Payments Ltd @SCPaymentsLtd]

https://t.co/zLKMhy1YKU

[N Karantzis @Yianni_x]

Total onboarding emails sent Shareholders to date: 296
Number of forms received from Shareholders: 58

@FinancialIsx is at 19% of its 'spread' onboarding target. The CSE (as do all exchanges) require minimum number of shareholders able to trade, which for CSE is 300.

We still have some 400 flykk® account/shareholders to contact, so confident we will get there in due course.

CDBGlobal processing will also take time once we have the completed forms, and then we need to transfer from Automic to the CSD.

We will prefill the Automic Registry transfer forms to CSD Registry once we have each shareholders CDBGlobal account number.

The CSD will then able to issue a EU CSD holder ID at that point.

Admission to list cant happen without the 300.

Before that, we will need to prepare prospectus to focus on;
-direct listing of ISXFEU now instead of direct listing ISX Technology Plc (the tophat). ISXFEU can use the ISXT prospectus with some modification to reflect changed entity that is being listed.
-$NSX takeover bid position to be update
-Secondary listing venue, which will be announced once prospectus approved by both Cyprus and secondary listing venue regulators.

[Southern Cross Payments Ltd @SCPaymentsLtd]

The Interlocutory hearing ASIC versus Southern Cross Payments & Ors was determined by His Honour Moshinsky J, of the Federal Court of Australia, in his Judgment dated 5th December 2024 VID773 of 2020.

Moshinsky, J, said:

“ In these circumstances, I consider that the court is likely to be misled (edit note 'by ASIC') unless (at least) the without prejudice offer dated 15 February 2023 is adduced to contradict or qualify that evidence. This is because the offer of that date contains a detailed and substantive offer including proposed orders and a draft statement of agreed facts. It is true that the offer was put as a global offer including proposed penalties which may not have been acceptable to ASIC.

Nevertheless, I consider that the 15 February 2023 offer is evidence of cooperation by the defendants (edit note by Southern Cross and Karantzis).”

[Southern Cross Payments Ltd @SCPaymentsLtd]

@asicmedia https://t.co/XOhwAXEzER

[Southern Cross Payments Ltd @SCPaymentsLtd]

ASIC vs iSignthis Ltd and Nickolas John Karantzis

Last Friday afternoon 21st June 2024, the Federal Court of Australia handed down its decision in the proceeding brought by the Australian Securities & Investments Commission (ASIC) against iSignthis Ltd (the Company) and its former managing director, Mr Karantzis.

Following a report published by Ownership Matters @omgovernance in September 2019 and suspension by the @ASX of the Company’s shares in October 2019, ASIC @asicmedia commenced an investigation into the revenue earned by the Company in the six months to 30 June 2018, which resulted in the achievement of the performance milestones and consequent issue of the performance shares.
At all times, the Company and its officers, including Mr Karantzis, maintained that the revenue had been earned legitimately.

ASIC refused to accept this position and instead issued the proceeding making very serious allegations against Mr Karantzis for breach of his directors’ duties arising from the achievement of the performance milestones^1.  That case failed.  

In rejecting those allegations, the Court made the following findings:

·           “ASIC has not proven to the requisite standard that Mr Karantzis has made an improper use of his position in relation to the performance shares…”

·           “it cannot be accepted that ASIC has proven to the requisite standard that Mr Karantzis failed to exercise his powers in good faith in the best interests of the corporation and for a proper purpose.”

The matter of the achievement of the performance milestones and consequent issue of the performance shares is now closed, with ASIC having failed to make its case.

The relative significance of the issues on which ASIC failed and those on which it succeeded will be the subject of detailed legal submissions in the second phase of the proceeding.  Accordingly, it is not appropriate to comment further.

The Company expects to be in a position to make fuller comment when all of the issues in the proceeding have been finally determined by the Court.

^1 https://t.co/hJTC2kvyB5

[email protected]

[ISX Financial @FinancialIsx]

🌟 ISX Financial is thrilled to announce our participation in ICE London 2024! 🌟

Join us at the ExCeL London from 6th to 8th February 2024 for the most awaited event in the gaming and gambling industry.

Location: North Gallery Room 4

[Southern Cross Payments Ltd @SCPaymentsLtd]

Pleased to announce the demerger of our EU/UK/US operations was completed today following a 98.1% shareholder vote in favour. iSignthis holders are now holders in ISX Financial EU Plc in the same proportions. #demerger @FinancialIsx https://t.co/UEN9uN79V7 https://t.co/2iFtpSOMuK

[The Paypers @ThePaypers]

.@iSignthis_Ltd to receive patent for PSD2 #SCA and #KYC solution https://t.co/cSJQLauSmx

[Southern Cross Payments Ltd @SCPaymentsLtd]

Welcome to Liz Warrell as #iSignthis' new Chief Financial Officer for the group. Liz joins ex us the NAB, where she was Head of Group Financial Control and GM Finance, Consumer Banking & Wealth. Liz will be based in Melbourne.

[Southern Cross Payments Ltd @SCPaymentsLtd]

Whats a #Regtech, and why do we need more lawyers? Why not talk to us, and find out why we are also one of the fastest growing ASX all ords stocks > https://t.co/zaa7w399Ce #paydentity #goglobal #lawyers $ISX #isignthis

[Southern Cross Payments Ltd @SCPaymentsLtd]

No surprises here with ASICs way forward. Good to see ASIC has finally laid out its plans to align with IOSCO 2018 recommendations. What is surprising is that the retail OTC market is Australia is much, much bigger than we thought.…https://t.co/gJpZmFnljZ https://t.co/z3C0825Mu1

[Southern Cross Payments Ltd @SCPaymentsLtd]

@austfintech - No. We are focussed on b2b services, where there is little capability in the local market. Mortgages & personal loans are not on our roadmap. #paydentity #neobanking

[Australian FinTech @austfintech]

Is @iSignthis_Ltd the next big #neobank to challenge the Big Four banks?

https://t.co/z9WX5zwh6w #neobanking @Yianni_xx #fintech #australianfintech

[The Paypers @ThePaypers]

.@iSignthis_Ltd signs agreement with @Visa for Australian Principal membership https://t.co/6BfQA8pUve #fraud #security #CNP

[Southern Cross Payments Ltd @SCPaymentsLtd]

Welcome Steve Watson as our new Lead Security Officer. Steve joins us from the ANZ Bank, and is in good company with some of our original team including Chris Henry and Michael Andrewes rejoining iSignthis Ltd (ASX: ISX) recently as well.

[Southern Cross Payments Ltd @SCPaymentsLtd]

Welcome back iSignthis Ltd (ASX: ISX) Michael Andrewes !

[Southern Cross Payments Ltd @SCPaymentsLtd]

Last evening we met with key players in the payments, regulatory and gaming ecosystem to discuss latest developments and business opportunities together. Thank you everybody for the warm welcome to our newly established presence in Malta. #payments #malta

[Southern Cross Payments Ltd @SCPaymentsLtd]

Excited to be here in Malta at our new office launch, and meeting prospective customers! #iSignthis #playdentity https://t.co/kOAaUBscAq https://t.co/RtTwBGwPY6

[Southern Cross Payments Ltd @SCPaymentsLtd]

We are launching our 3rd European office in Gzira, Malta! Find out why this move is important to us. https://t.co/VHIzSbvGVz
Also, meet with our team at our afternoon cocktail event next Tuesday, 9th of July. #payments #malta #isignthis

[Southern Cross Payments Ltd @SCPaymentsLtd]

We are proud to have presented the Academic Excellence Awards, for a second year in a row, to students of the Computer Science Department at @UCYOfficial in a special Awards Ceremony held last night https://t.co/0Q3PuqgewV
#payments #developers #Awards