The 2021 financial year has been an eventful one so far for shareholders of payments company iSentric (ASX:ICU).

The action kicked off in early July, when previous chairman Tim Monger stepped down as part of a board reshuffle. Monger was replaced by Lee-Chin Wee (Aaron Lee), who assumed the executive chairman role.

Corporate lawyer Andrew Bristow also joined the board as a non-executive director while at the same time, ICU announced it had received funding commitments for a $1.5m share placement run by advisory firm Barclay Pearce Capital.

A few weeks later on July 31, former CEO Sean Tham’s position was terminated (effective immediately), and his responsibilities were transferred to Lee in an interim capacity.

And after starting July at 1.5c, shares in the company have climbed to six cents as investors assess iSentric’s capacity to grow its Asia-Pacific payments business with a foothold in the Malaysian market.

Board battle

Late last week, iSentric was targeted by a group of shareholders who launched a motion under S249D of the Corporations Act in an attempt to roll the new board.

The group includes former chairman Monger, who held the position for 13 months after taking over from Joey Lim in June 2019.

The motion, which was served to the company on Wednesday September 9, proposes that Monger — along with four other directors — should replace the current board.

The purpose of a S249D is to call a meeting of shareholders, and it can be served on any company by members who control at least five per cent of the votes that may be cast at that meeting.

With a corporate battle looming, Barclay Pearce and other advisory firms involved with ICU’s restructure have voiced their support for the existing board.

Analyst Aran Anandakumar told Stockhead that when BPC came on board in an advisory capacity it recognised the potential of ICU’s market positioning, however “the message to the market wasn’t as good as it could be”.

“We could see they wanted to refine their business model to focus more on digital payments in the Malaysian market, then add additional service offerings with in the BNPL space and consumer loans,” he said.

“There was a clear vision of what they wanted to become, and we thought we could get behind that pivot and build a story.”

Stockhead has contacted Monger for comment on behalf of the group seeking board changes.

Anandakumar added that the addition of Bristow, a lawyer with extensive market experience in the listed space, has also helped to strengthen the board’s governance practices.

“I think some of the criticism of the board in the past is that it was mostly comprised of foreign nationals. So even though it was an ASX-listed company, the board didn’t have a strong Australian presence,” he said.

“That sometimes raises questions around governance but we brought in an Australian non-exec director (Bristow) who’s an expert in compliance, and I think that really complements the board structure.”

Capital markets activity

Due to ICU’s relatively small size, Barclay Pearce structured the share placement across two tranches, starting with a smaller $400,000 raise in order to comply with listing rules in connection with the company’s market capitalisation.

The second $1.1m tranche is conditional on a shareholder vote, which is currently scheduled for later this month.

On August 11 iSentric also announced a share purchase plan, giving eligible shareholders the opportunity to purchase up to $30k worth of stock at 3c per share.

The company closed its SPP last week, after announcing total subscriptions of $4.01m from 194 shareholders.

Those funds were scaled back by 45 per cent to $2.07m on a pro rata basis, to comply with ASX Listing rule 7.2 (exception 5) which stipulates that new share issues can’t exceed more than 30 per cent of a company’s existing capital.

Looking ahead, Anandakumar said that with its new leadership team ICU is now well-placed to gain traction in the Malaysian market, as it looks to leverage its partnerships with local banks to build a broader consumer services offering.

Phil Amery, executive director at advisory firm Amery Partners, also weighed in to support the ICU board.

“I think the recent strengthening of ICU’s balance sheet – and the increase in its share price — suggests the Board’s strategy is resonating with the market,” Amery told Stockhead. “So we look forward to seeing the company capitalise on its next stage of growth.”

With an appreciating share price, a potential market opportunity, new funding in place and now a board stoush on the cards, the action of the past three months looks set to continue for the latest ASX small cap looking to execute on a unique digital payments strategy.