To avoid any doubt or ambiguity how bout I just put the whole declaration here so people can make their own mind up rather than selective quoting and yellow highlighting from old Sicil.
THE COURT DECLARES THAT:
Declarations concerning iSignthis
1. By representing on 3 August 2018 that iSignthis’ revenue for one-off integration and set-up fees in the period 1 April 2018 to 30 June 2018 accounted for less than 15% ofthe total revenue in that period, iSignthis engaged in conduct that was misleading or deceptive in contravention of section 1041H of the Corporations Act 2001 (Cth).
2. Pursuant to section 1317E of the Corporations Act, iSignthis contravened section 674(2) of the Corporations Act on and from 3 August 2018 continuing until15 November 2019 by failing to notify the ASX that, in the final quarter to 30 June2018a) it had recognised approximately $3 million in revenue for one-off integration and set-up services; and(b) it had incurred approximately $2.85 million in one-off costs for out-sourcing services,(One-off Revenue/Costs Information).
3. Pursuant to section 1317E of the Corporations Act, iSignthis contravened section 674(2) of the Corporations Act on or shortly after 12 May 2020 continuing until 17 August 2020 by failing to notify the ASX that Visa had decided to terminate its relationship with iSignthis eMoney Ltd and iSignthis in accordance with the VisaRules (the Visa Termination Decision).
4. Pursuant to section 1317E of the Corporations Act, iSignthis contravened section 674(2) of the Corporations Act on or shortly after 12 May 2020 continuinguntil 26 October 2020 by failing to notify the ASX that the reasons for the Visa Termination Decision included thata) iSignthis’ response to the 6 March 2020 suspension letter had “not allayed the concerns outlined in the Suspension Letter”;(b) Visa had obtained further evidence that “IsignThis is not operating appropriate programs to manage Anti-Money Laundering and Risk”; (c) iSignthis’ transaction monitoring program was “not fit-for-purpose” and had failed to identify unusual transactional behaviour”; and(d) Visa’s relationship with iSignthis presented an excessive level of risk,(the Reasons for Visa’s Termination).
5. The contraventions by iSignthis referred to in paragraphs 2 to 4 above were serious within the meaning of section 1317G(1)(b)(iii) of the Corporations Act.
Declarations concerning Mr Karantzis
6. Pursuant to section 1317E of the Corporations Act, Mr Karantzis contravened section 180 of the Corporations Act in respect of the contravention by iSignthis referred to in paragraph 1 above by:
(a) failing to exercise the degree of care and diligence that a reasonable person would have exercised in his position as a director of iSignthis toi) ensure that he and iSignthis provided reliable, truthful and accurate information to the market at the Analyst Briefing;(ii) ensure that he and other representatives of iSignthis were prepared to respond to questions and give reliable, truthful, accurate and responsive answers in the written material at the Analyst Briefing;(iii) correct any misunderstanding, misconception or incorrect information released or disseminated to the market of which he or iSignthis was, or became, aware;
(b) by either knowingly misrepresenting that iSignthis’ revenue for one-off integration and set-up fees in the period 1 April 2018 to 30 June 2018accounted for less than 15% of the total revenue in that period or intentionally or recklessly acting to prevent the truth about that subject matter from being disclosed.
7. Pursuant to section 1317E of the Corporations Act, Mr Karantzis was involved in the contravention referred to in paragraph 2 above and thereby contravened section674(2A) of the Corporations Act.
8. Pursuant to section 1317E of the Corporations Act, Mr Karantzis contravened section 180 of the Corporations Act in respect of the contravention by iSignthis referred to in paragraph 2 above by failing to exercise the degree of care and diligence that a reasonable person in his position would have exercised in considering whether iSignthis was required to disclose the One-off Revenue/Costs Information.
9. Pursuant to section 1317E of the Corporations Act, Mr Karantzis contravened section 180 of the Corporations Act in respect of the contraventions by iSignthis referred to in paragraphs 3 and 4 by failing to exercise the degree of care and diligence that a reasonable person in his position would have exercised to ensure thaton or shortly after 12 May 2020 iSignthis disclosed to the ASX the Visa Termination Decision and the Reasons for Visa’s Termination.
10. Pursuant to section 1317E of the Corporations Act, Mr Karantzis gave or authorised the giving of information to the ASX in a letter dated 25 May 2020 relating to the affairs of iSignthis that was false or misleading and/or misleading in a material respect by reason of omissions, without having taken reasonable steps to ensure that the information was not so false or misleading, in contravention of sections 1309(2)and (12) of the Corporations Act.
11. The contraventions by Mr Karantzis referred to in paragraphs 6 to 10 above were serious within the meaning of section 1317G(1)(b)(iii) of the Corporations Act.
THE COURT ORDERS THAT:
Dismissal
12. The Plaintiff’s claims against Mr Karantzis are otherwise dismissed.
a) it had recognised approximately $3 million in revenue for one-off integration and set-up services; and(b) it had incurred approximately $2.85 million in one-off costs for out-sourcing services,(One-off Revenue/Costs Information).
