ASX: Give me the doc. Isignthis: LOL, no
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It was email eight when ASX advisor Dean Litis lost patience with bete noir Isignthis (ASX:ISX), in the latest argument between market operator and its recalcitrant listee.
The ASX wants to see the shareholder resolution in which 55 stockholders demand the company be delisted — a move that didn’t involve the board, the company stressed — and relisted somewhere else.
Isignthis has thus far avoided handing the document over.
So the ASX took the unusual route of releasing the email chain, under the company’s ticker.
At email seven Litis asked, for the fourth time, to show him the goods.
“Please substantiate why the ASX requires this, and what it intends to do with the information?” Isignthis managing director John Karantzis replied.
“We will then consider if the request is appropriate, under the circumstances.”
And by the way, “Our auditors will have access to the information prior to the AGM, and ensure that all is in order in any case…”
The ASX’s letter says it won’t release the document publicly, but if Isignthis doesn’t start toeing the line the ASX could censure it or kick it off the bourse altogether.
Karantzis responded with his own letter to shareholders.
“Today the ASX released yet another one side letter, without allowing the company to tell it side of the story,” he wrote.
“The listing rule does not require disclosure of each person requisitioning the notice, nor the voting intentions of private shareholders to be disclosed to the ASX. I’m sure that this would be understood as a basic principle of a democratic society, and that any reading of the ASX listing rules will demonstrate that seeking this data is an over reach by the ASX.”
Karantzis says the ASX is trying to get information only the corporate cop ASIC is allowed under the Corporations Act.
The ASX says it has a right to confirm “ISX has in fact received the shareholder requisitions and that ISX has accurately summarised the material terms”, according to a different email chain released by Karantzis.
Isignthis won’t be homeless if it delists from the ASX.
It owns 18 per cent of the National Stock Exchange (ASX:NSX), a deal pitched in February to help the tiny exchange “become a competitive alternative to the ASX” — something it’s already been trying to do for some years.
The ASX has been unsure about whether Isignthis has been fully playing by the rules since at least October last year, when it suspended the stock “pending the outcome of enquiries to be made by ASIC and ASX into a number of issues”.
So Isignthis took the nuclear option.
The company, which was once a high-flying tech stock providing transaction services and know-your-customer intelligence, is suing the ASX claiming it unlawfully failed to lift the suspension on its shares four times and even leaked confidential information.
But the ASX won the first round, with the Federal Court refusing to block the release of a report into why the market operator suspended the stock.
The ASX report alleges serious breaches of listing rules, including in the lead up to June 30 last year when four contracts were signed that triggered the vesting of performance rights to company insiders.
The rights were set to expire at the end of June but the contracts, which led to a one-off spike in revenue, saved them.
“Without that revenue, none of the milestones would have been met, resulting in the ‘performance shares’ converting into a total of just three ordinary shares rather than 336,666,667 ordinary shares,” the report said.
“There are serious questions to be determined as to whether the revenue derived by Isignthis under the ‘key contracts’ was ordinary business revenue or whether it was generated solely or predominantly for the purpose of meeting the milestones.”
Isignthis denies the allegations.