IOUPAY LIMITED (IOU)

name changed to Ovanti Limited

The company lodges its Dec23 Quarterly Activities Report and Appendix 4C.

The Company releases a notification of cessation of securities.

The Company releases the results of the 2023 AGM.

The Company has resolved to issue a total of 830,000 Convertible Notes to raise $830,000 from sophisticated investors.

The Company releases its 2023 AGM Slides.

The company lodges the following reports: Mar23 Quarterly Activities Report, Mar23 Appendix 4C, Jun23 Quarterly Activities Report, Jun23 Appendix 4C, Sep23 Quarterly Activities Report and Sep23 Appendix 4C.

The company releases a notice of application for quotation of securities.

The Company sends an access letter and sample proxy to its shareholders.

The Company's AGM will be held at 10:00am (AEDT) on Wednesday, 24 January 2024 at Level 14, 60 Martin Place, Sydney NSW 2000.

The company releases a notice of proposed issue of securities.

The directors have received firm commitments from sophisticated investors for a placement of 70,000,000 ordinary shares, raising the equivalent of $700,000 before costs, priced at $0.01 per share. Funds raised by the Placement are intended to be applied towards: Working capital to assist with the stabilisation, review and potential restructure of business operations; and Further provision for costs associated with litigation and investigations.

The company releases its 2023 Corporate Governance Statement and Appendix 4G.

The company lodges its 2023 Annual Report and Appendix 4E.

The company releases a notice of application for quotation of securities.

The company releases a notice of proposed issue of securities.

The directors have received firm commitments from sophisticated investors for a placement of 200,000,000 ordinary shares, raising the equivalent of $2,000,000 before costs, priced at $0.01 per share. Funds raised by the Placement are intended to be applied towards: repay all amounts owing by the issuance of shares, including accrued interest, and discharge its obligations under the loan facility agreement between the Company and Finran Pty Ltd; and working capital to assist with the stabilisation, review and potential restructure of business operations.

The company releases a notice of application for quotation of securities.

The directors of IOUpay Limited are pleased to announce the appointment of internationally recognised law firm Herbert Smith Freehills, to advise and act for the Company in relation to the alleged misappropriation or fraudulent use of IOU shareholder funds by any of the Company's previous employees, advisors or associates across both Asia and Australia. Recovery of allegedly misappropriated funds is one of the Board's four strategic priorities. The directors remain committed to recovery efforts, as now supported by Herbert Smith Freehills, and its appointment reflects the seriousness with which these matters are being taken by the Board.

The company releases a notice of application for quotation of securities.

The company releases a notification of cessation of securities.

The company releases a notice of proposed issue of securities.

The company releases a notice of aplication for quotation of securities.

The company has received firm commitments from a sophisticated investor for a placement of 65,000,000 ordinary shares to raise $650,000 before costs, priced at $0.01 per share. Funds raised by the Placement are intended to be applied towards: working capital to assist with the stabilisation, review and potential restructure of business operations; and further provision for costs associated with litigations and investigations.

The company releases a notice of application for quotation of securities.

The company releases the results of its EGM.

The company releases a notice of proposed issue of securities.

The company releases an access letter and sample proxy form to its shareholders.

The company will hold its Extraordinary General Meeting at 10:00am (AEDT) on Friday, 6 October 2023 at Level 14, 60 Martin Place, Sydney NSW 2000.

The Board have set 4 core strategic priorities for the business to execute. They are as follows: to ensure the business is appropriately funded; to review, implement controls and "right-size" the business operations in Malaysia; to vigorously pursue any alleged misappropriation of shareholder funds prior to the current board appointment; and to undertake all activities required to ensure compliance with regulatory obligations and moreover the ultimate re-quotation of the Company's shares on the ASX.

The directors of IOUpay Limited confirms that it has since paid the ASX invoice for its annual listing fees and that ASX have acknowledged receipt. As such, potential removal of the Company from ASX as contemplated by ASX Listing Rule 17.15 for non-payment of annual listing fees will not apply.

Under Listing Rule 17.6, an entity (if not already suspended) that had not paid its annual listing fees by close of business on Monday, 21 August 2023 would have its securities suspended from Official Quotation before the commencement of trading on Tuesday, 22 August 2023. The following entity has failed to pay to ASX Limited the annual listing fees for the year ending 30 June 2024 and consequently will have its securities suspended from quotation immediately. The company has failed to pay to ASX the annual listing fees for the year ending 30 June 2024, and its securities are already suspended from quotation.

The company releases a notice of application for quotation of securities.

The company releases a notice of proposed issue of securities.

The Company has completed a placement of 70,000,000 ordinary shares to raise $700,000 before costs, priced at $0.01 per share pursuant to the Company's placement capacity. Funds raised by the Placement are intended to be applied towards: working capital to assist with the stabilisation, review and potential restructure of business operations; and further provision for costs associated with litigations and investigations. On 22 June 2023, the Company issued a draw down notice an additional $550,000 on its existing loan facility.

On 23 May 2023 her Honour Justice Williams made orders for the administration of IOU to come to an end which were stayed until Mr Halliday filed an affidavit containing evidence of the following. The new directors had entered into a loan agreement with Finran Pty Ltd (Finran). Finran is a shareholder of IOU and was a signatory to the requisition served pursuant to s 249D of the Corporations Act 2001 (Cth) that called for the EGM. The new directors issued a drawn notice under that loan agreement in the sum of $1.75 million. That the sum of $1.75 million was received in the trust account of MARQUE Lawyers, Mr Halliday's solicitors. Earlier today, Mr Halliday filed and served that affidavit as required by the Court therefore bringing the voluntary administration of IOU to an end. On termination of the administration, the directors of IOU have their powers restored.

The first meeting of the Company's creditors was held on 8 May 2023. At the meeting: The Administrators provided an overview of the current status of the Administration and the next steps to be taken, including preparing for the second meeting of creditors which is due to be held no later than 1 June 2023; No nominations for replacement Administrators were received. Accordingly, Daniel Walley and Philip Carter of PwC continue in their role as Administrators of the Company; Creditors did not elect to from a Committee of Inspection.

The company releases a notification of cessation of securities.

The company releases the results of its EGM.

The Administrators have published a new FAQ document to provide additional information to shareholders, including comments on the EGM to be held on 3 May 2023.

Daniel Walley and Philip Carter of PricewaterhouseCoopers were appointed as joint and several Voluntary Administrators of IOUpay Limited on 26 April 2023, pursuant to Section 436A of the Corporations Act.

Mr Daniel Walley and Mr Philip Carter of PricewaterhouseCoopers Australia have been appointed as voluntary administrators earlier today. This action has been taken as the Company has a number of outstanding debts that are due and payable, and has no reasonable prospect of being able to pay them under the current circumstances. The Administrators will be best placed to evaluate all genuine proposals to deliver the best outcome for creditors and shareholders. The Administrators will also review and report on recent events, and in particular investigate any allegations of fraud involving the Company or its subsidiaries.

The company releases a letter to its shareholders regarding the fraud investigation and other matters. The Board notes the following important points: The Company's former CFO, Mr Kenneth Kuan, is suspected on strong grounds of involvement in a significant fraud against the Company; The Board is taking all possible action to investigate the fraud, and to recover the missing assets; Mr Kuan is now working with Clee in its attempt to remove the Board; Last year Clee made a baseless demand for a cash payment of $1.25 million, which was rejected by the Board.

The formal agreement between iDestinasi Sdn Bhd and the Accountant General's office in Malaysia expired on 16 April 2023, however the renewal process is well advanced. The Accountant General Salary Deduction Code held by IDSB is expected to be formally renewed next week, following the upcoming Hari Raya holiday period in Malaysia. The business continues to operate as normal under an informal extension, pending the formal renewal. With further strong growth expected in future years, IDSB is expected to be a candidate for listing on the Bursa Malaysia in future. The Mobile Banking division continues to grow, with strong transaction volumes continuing in recent months. Following the cost cutting exercise undertaken by the Board in recent months, this division is profitable and will continue to operate and provide the core of the Company's fintech offering. The BNPL business is operating at smaller volumes than previously, but transaction volumes continue to grow as additional batches of merchants are added back to the platform. The cost cutting exercise undertaken by the Board has also resulted in a reduction of the cost base in this division of approximately 40%. This will make profitability in this division easier to achieve, if a sufficient level of lending capital was available.

The formal judgment has now been handed down by his Honour Justice Jackman in the Federal Court proceedings commenced against the Company by Clee Capital Pty Ltd.

Proceedings commenced against the company by Clee Capital in the Federal Court of Australia were heard before his Honour Justice Jackman on Monday, 3 April 2023. Following a contested hearing, his Honour entirely dismissed Clee's application for an interim injunction against the Company. Costs were awarded in favour of the Company.

An EGM of shareholders has been called in response to a requisition under section 249D of the Corporations Act 2001 (Cth) by shareholders holding 5.08% of the Company's shares. The meeting will be held on Wednesday, 3 May 2023, commencing at 2:00pm Sydney time (AEST), at the offices of the Company's share registry: Automic Group Level 5, 126 Phillip Street, Sydney NSW 2000.

Proceedings commenced against it by Clee Capital Pty Ltd in the Federal Court of Australia have been stood over for further argument on Monday, 3 April 2023. The Company agreed that it will conduct business as usual in that period, while specifying that the investigations into the suspected significant fraud affecting its Malaysian operations will continue.

The buy now, pay later service in Malaysia, branded as "myIOU", has now been restarted following the temporary pause announced on 22 March 2023.

Search and seizure orders have been executed in Malaysia against the Company's former CFO, Kenneth Kuan Choon Hsuing, and three other individuals associated with Mr Kuan. In addition to the criminal investigation into Mr Kuan, the Company has commenced civil proceedings in the High Court of Malaysia to identify and recover assets. The documents and other evidence seized during the raids, including electronic devices and mobile handsets, are now being analysed by independent forensic investigators. The Company also obtained a freezing order, known as a "Mareva injunction", from the High Court of Malaysia on 21 March 2023. The order freezes the bank accounts and other assets of Mr Kuan and the other named parties held in Malaysia, preventing them from removing assets from Malaysia for a specified time. The freezing orders were also served on the defendants on 24 March 2023.

The company has been served with legal proceedings in the Federal Court of Australia by Clee Capital Pty Ltd. Clee Capital is a shareholder of the Company and is representing the group of shareholders seeking to remove the Board and install its own nominated directors. As announced by the Company on 7 March 2023, those shareholders hold 5.08% of the Company's shares. Clee Capital seeks a number of orders, including orders that: the Company be restrained from making any payments or incurring any liabilities other than in the ordinary course of business; the Company hand over all of its hard drives and data servers to Clee Capital's lawyers; the appointment of an independent investigator into the financial affairs of the Company; and a receiver and manager be appointed to all of the Company's property. The Company will be resisting the application today but will also otherwise provide regular updates about the investigations into the suspected fraud, and the steps being taken to recover misappropriated funds, optimise the cost base of the business in Malaysia, and obtain limited funding to assist with cash flow while these steps are taken.

Suspected significant fraud now being investigated by Malaysian police authorities. Recovery actions are under way in relation to misappropriation of Company funds. The Company's other valuable assets have been preserved, and the Board is taking all necessary actions to ensure that there is sufficient cash to support operations. The Company continues to focus on its core strengths of providing digital payment solutions in South East Asia, while implementing cost reductions and efficiency improvements under its new executive leadership.

The securities of IOUpay Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of IOU, pending the release of an announcement regarding an update in relation to the fraud investigation and discussions with its financiers.

The suspension of trading in the securities of IOUpay Limited will be lifted immediately, following the release by IOU of an announcement regarding the outcome of its application to the Federal Court of Australia for relief under section 1322 of the Corporations Act 2001 (Cth) in respect of an issue of shares on 3 March 2020.

The company filed an application for relief to validate the issue and any subsequent sale(s) of shares that were issued on 3 March 2020. The matter was heard in the Federal Court of Australia earlier today, and orders were successfully obtained.

The securities of IOUpay Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of IOU, pending the release of an announcement regarding the outcome of the Company's application to the Federal Court of Australia for relief under section 1322 of the Corporations Act 2001 (Cth) in respect of an issue of shares on 3 March 2020.

name changed from iSentric Limited