Registry Direct : Target's Statement

For personal use only

	Registry Direct Limited
	ABN 35 160 181 840
4 July 2022	Online
www.registrydirect.com.au
	By mail
	Registry Direct
	PO Box 18366
	Collins Street East VIC 8003
	By email
	[e-mail]

ASX Announcement

REGISTRY DIRECT LODGES TARGET'S STATEMENT: ACCEPT COMPLII'S OFFER

Registry Direct Limited ACN 160 181 840 (Registry Direct or the Company) (ASX: RD1) announces that it has lodged its Target's Statement with ASIC today in relation to the takeover offer (Offer) by Complii Fintech Solutions Ltd (ASX: CF1) (Complii) to acquire all of the shares in Registry Direct.

In accordance with item 14 of section 633(1) of the Corporations Act 2001 (Cth), a copy of the Target's Statement is attached to this announcement.

The Board of Registry Direct has unanimously recommended Registry Direct shareholders accept Complii's Offer in the absence of a superior proposal.

The Target's Statement is expected to be sent to shareholders together with the Bidder's Statement

starting today.

As described in more detail in the Bidder's Statement and Target's Statement, in conjunction with the

Offer for Registry Direct shares Complii will make offers to the holders of Registry Direct options to cancel those options in exchange for new options issued by Complii. The proposed exchange offer for Complii options will be:

• conditional upon the success of the Offer for Registry Direct shares,
• in the same ratio as the Offer for Registry Direct shares, so that the new Complii options will be offered on the basis of 1 Complii option (each in respect of 1 new share in Complii upon exercise) for every 4.5 Registry Direct options held, and with an exercise price 4.5 times the current exercise price of the Registry Direct option, and
• on the basis that the expiry dates of the exchanged options will not change.

For personal use only

Registry Direct required a waiver from ASX in order to allow the cancellation of options to occur without prior shareholder approval. The ASX waiver was obtained today, and a copy is attached.

This announcement has been authorised for release to the market by the Board of Registry Direct.

- ENDS -

For more information please contact:

Registry Direct	Reach Markets	Grant Thornton
Managing Director	Media Enquiries	Corporate Enquiries
Steuart Roe	Sophie Bradley	Peter Thornley
1300 556 635	[phone]	[phone]
[e-mail]	[e-mail]	[e-mail]

About Registry Direct

Registry Direct Limited (ASX: RD1) is an Australian fintech business providing share and unit registry services to Australian companies and trusts, with a client list that includes Facebook, Adobe, Sequoia and XTB. The company services ASX, NSX and SSX listed entities via the CHESS platform and is ready to connect to the CHESS replacement system. The company has also created and developed Australia's only fully featured software-as-a-service (SaaS) registry management platform, which is designed to allow unlisted entities to self-manage share and unit holder data and communications - empowering entrepreneurs to start companies and encouraging more people to invest in businesses.

To receive updates on company news and announcements, click here to register your details on the Registry Direct investor portal.

For personal use only

4 July 2022

Mr Guy Sanderson

Partner

Hamilton Locke

Level 42, Australia Square, 264 George Street

Sydney, Australia 2000

By email:

Dear Mr Sanderson

Registry Direct Limited ('RD1'): Decision for waiver application

I refer to your letter dated 30 June 2022 applying on behalf of RD1 for a waiver from ASX Listing Rule 6.23.2.

I am pleased to advise that ASX Limited ('ASX') has decided to grant the waiver you have requested.

Decision

ASX's formal decision is as follows:

Waiver Decision

1. Based solely on the information provided, ASX Limited ('ASX') grants Registry Direct Limited (the 'Company') a waiver from Listing Rule 6.23.2 in connection with an off-market takeover by Complii FinTech Solutions Ltd

(the 'Bidder') for all of the issued ordinary shares in the Company (the 'Takeover Bid'), to the extent necessary to permit the Company to cancel for consideration, and without seeking shareholder approval, the following unquoted options issued by the Company:

1. 6,250,000 options exercisable at $0.015 each and with an expiry date of 31 May 2023;
2. 1,000,000 options exercisable at $0.20 each and with an expiry date of 7 August 2022;
3. 1,000,000 options exercisable at $0.20 each and with an expiry date of 10 August 2022; and
4. 1,250,000 options exercisable at $0.20 each and with an expiry date of 12 August 2022.

(together, the 'Options').

1. Resolution 1 is subject to the following conditions.
2. 1. The Takeover Bid being declared unconditional.
   2. The Bidder acquiring voting power in the Company of at least 50%; and
   3. The Company immediately releases an announcement on ASX disclosing the full details of the proposed treatment of the Options and the terms of this waiver.
3. ASX has considered Listing Rule 6.23.2 only and makes no statement as to the Company's compliance with other Listing Rules.

Basis for Waiver Decision

Listing Rule 6.23.2

4. Standard waiver in accordance with Guidance Note 17

ASX Limited [[Listings]]

ASX Customer Service Centre 131 279 | asx.com.au

For personal use only

Conditions of waiver

The waiver is subject to certain conditions. Under Listing Rule 18.1, these conditions must be complied with for the waiver to be effective.

ASX's power to vary or revoke waiver

It should be noted that under ASX Listing Rule 18.3, ASX may vary or revoke the waiver at any time.

If you have any further enquiries in relation to this matter, please do not hesitate to contact me.

Yours sincerely

Todd Lewis

Adviser, Listings Compliance (Melbourne)

2/2

ASX Customer Service Centre 131 279 | asx.com.au

For personal use only

TARGET'S STATEMENT

This Target's Statement has been issued by Registry Direct Limited in relation to a proposed merger with Complii FinTech Solutions Ltd, which is to be implemented via an off-market takeover offer made by Complii FinTech Solutions Ltd for all Registry Direct Shares (Offer).

The Directors unanimously recommend that you

ACCEPT

the Offer in the absence of a superior proposal.

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about how to deal with this document, you should consult your financial, legal, taxation or other professional adviser immediately.

Legal adviser

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