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Ann: GENERAL: RIS: RIS Group Ltd Update

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    08/09/2015 16:56
    REL: 1656 HRS RIS Group Limited
    GENERAL: RIS: RIS Group Ltd Update
    Tuesday, 8 September 2015 NZX RIS
    By Email: [email protected]
    Market Information
    NZX Limited
    To Whom It May Concern,
    RE: Update
    For Immediate Release
    RIS Group Ltd Update
    Mr. Roger Bennett, the Chairman of RIS Group Limited (RIS) the NZAX listed
    shell, updates the market as follows:
    - The Annual Report for the year ended 30 June 2015 is in the final stages of
    completion. The Audit sign-off is expected this week.  The Directors
    anticipate an unqualified audit opinion which will include an "emphasis of
    matter" paragraph regarding the future of the company.
    - The Directors have worked hard to resolve the outstanding legacy issues.
    - A settlement agreement has been signed with I-Venture Group Pty Ltd (IV) to
    finalise all matters between the parties and, to resolve all issues, RIS will
    issue 110,000,000 new fully paid up shares to Golden Pacific Group Limited,
    the party nominated by IV in terms of this agreement.
    The background to this settlement agreement is as follows:
    -  Note 2 to the financial statements in RIS's Interim Report for the six
    months ended 31 December 2014 includes the following:
    "Other Share Based Payment Transactions
    Shares to be issued in settlement of I-Venture liability
    Prior to the completion of the disposal of Retail Information Systems Pty
    Limited ("RIS Pty") to USG Tech Solutions Limited ("USG") on 12 December
    2012, a Deed of Settlement was entered into between RIS, RIS Pty, I-Venture
    Group Pty Limited ("I-Venture") and USG.  Under the terms of the Deed of
    Settlement, RIS Group Limited agreed to settle the amount owing by RIS Pty to
    I-Venture of AUD $331,000 by issuing 142 million new fully paid shares in RIS
    Group Limited to I-Venture or its Nominees or a Facilitator appointed by
    I-Venture.  An amendment to the Deed of Settlement was entered into on 10
    October 2013 whereby the parties have agreed that the shares will be issued
    no later than 10 December 2013. The parties have further agreed to extend the
    time frame to 31 May 2015."
    - There was a similar note to the financial statements in the annual report
    for the year ended 30 June 2014 and in prior years.
    - During the current period this date was further extended by the parties to
    30 September 2015.
    - The liability of A$331,000 related to consulting services provided by
    - The current directors of RIS recently entered into negotiations with the
    directors of I-Venture for the settlement of this liability. These
    negotiations culminated in the parties entering into a Settlement Agreement,
    dated 5 September 2015, whereby I-Venture agreed to the issue of 110 million
    new fully paid up shares in RIS in full and final settlement of the liability
    (i.e. 32 million fewer shares). In terms of the original Deed of Settlement,
    I-Venture nominated Golden Pacific Group Limited to hold these shares.
    - This share issue will need to be ratified by shareholders by an ordinary
    shareholders resolution at the forthcoming annual meeting.
    - The Annual Meeting is expected to be held in mid October 2015.
    Mr. Bennett, the Chairman of RIS Group Limited said: "The Directors are
    pleased with the progress that we have made over the past few weeks. The
    agreement was one of the last issues we needed to resolve. We are pleased to
    have this liability settled and the liability removed from the financial
    statements. We also wish to thank the directors of IV for their assistance in
    the matter. We will keep the Market updated as matters develop."
    For further information please contact:
    Roger Bennett
    RIS Group Limited
    [email protected]
    End CA:00269819 For:RIS    Type:GENERAL    Time:2015-09-08 16:56:19
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