Steve James

DomaCom Limited (ASX:DCL) (‘DomaCom’ or ‘Company’), is pleased to announce that the Company has entered into definitive transaction documents with Bricklet Ltd (Bricklet) for a loan of $2.5 million (New Loan) and a reconfirmation of a $2.0m commitment to underwrite an Entitlement Offer (Underwriting Commitment). DomaCom is excited to announce a significant Board reorganisation as part of a strategy to set up for future growth.

Highlights

• DomaCom has secured additional loan funding of $2.5 million.
• DomaCom has received reconfirmation of a commitment to underwrite $2.0 million of a Proposed Entitlement Offer.
• DomaCom undertakes Board reorganisation, as it repositions the business for future growth.
• DomaCom secures strategic relationship with Central Real Capital

Bricklet is a venture within the Lakeba Group, a business builder dedicated to conceiving, creating, and commercialising FinTech, AI, Cybersecurity, and Proptech ventures. As part of the Lakeba Group, Bricklet benefits from the Group’s strategic investments and control over a portfolio of robust operating assets.

DomaCom obtains new loan; progresses a planned Capital Raise

The New Loan has an interest rate of 13% and a maturity date of 31 October 2025. The terms of the New Loan are set out in Appendix A. The New Loan is an extension of the Binding Term Sheet announced on 16 May 2024 under which $0.5m has already been drawn (Existing Loan). The New Loan and Existing Loan combined with the $1.5m drawn initial loan (Initial Loan) (ASX Announcements 4 March 2024) represent a total drawn facility of $4.5m (Facility). The amounts drawn under the New Loan and Existing Loan are agreed to be converted into Ordinary Shares of DomaCom at a price of $0.014 per share subject to compliance with ASX Listing Rules, the Corporations Act and shareholder approval. The conversion of the Existing Loan and the New Loan will result in the issue of 214,285,715 Ordinary Shares. The conversion is subject to shareholder approvals under the ASX Listing Rules and the Corporations Act.

The 53,571,429 Unlisted Options announced on 16 May 2024 have not yet been issued and will not be issued. Instead, a bonus share (Bonus Share) will be issued for each share subscribed under the conversion of the New Loan and Existing Loan. As a result of the agreement to issue Bonus Shares, the conversion of the Existing Loan and the New Loan will result in the issue of a further

214,285,715 Ordinary Shares. The issue of Bonus Shares will be subject to shareholder approvals under the ASX Listing Rules and the Corporations Act.

DomaCom is also currently considering an opportunity to undertake an Entitlement Offer. Further details will be released once the terms have been agreed. As announced in the ASX Announcement on 16 May 2024, Bricklet has committed to underwrite $2.0 million of the Entitlement Offer, if it proceeds. The underwriting would be subject to agreement of underwriting terms and would be subject to definitive agreements, any relevant shareholder approvals and not causing the breach of any ASX Listing Rule, ASIC Regulation or requirement of the Corporations Act. Bricklet has reconfirmed the commitment to underwrite $2.0 million of the Entitlement Offer.

The capital raise will place the Company in the best possible position to continue its development and expansion. As part of the recapitalisation process, DomaCom will apply to be readmitted to quotation by the ASX. The ASX may or may not allow readmission to quotation to occur.

Strategic alliance with Central Real Capital (CRC)

As an integral part of the company’s recapitalisation and the renewal of the business focus and growth, DomaCom recognised the need to align itself with substantial market participants in the financial services sector. Central Real is a business founded by Mr Tony Denny, which has a substantial presence in the private credit, property and financial services sectors, as well as a strong knowledge of private equity investment. The executive team of DomaCom and Central Real identified the multiple synergistic opportunities and are exploring ways to work together to take advantage of these opportunities. As a consequence, DomaCom is in the process of negotiating an agreement with CRC which is currently being documented whereby it is proposed that CRC will:

• cooperate with DCL in the establishment of new sub-funds in the mortgage banking and private credit sector using the skills and experience of Central Real which DCL believes will to deliver strong recurrent underwritten returns to investors
• cooperate with DCL in the establishment of a new fund to utilise Superannuation Equity Release in a model developed by Super Bond Australia Pty Ltd to facilitate the growth of residential purchase opportunitie
• cooperate with DCL with the establishment of marquee property asset funds with solid lease-based returns and strong capital growth prospects
• cooperate with DCL to explore the applications for monetisation of the secondary market opportunities available to DCL through its current AFSL licence permits and conditions
• work with DCL to finalise terms whereby CRC will provide a partial underwriting of the proposed entitlement issue or capital raise to assist DCL in achieving its expansion goals
• work with DCL to identify other potential underwriters and significant investors, and
• provide DCL with additional skills and resources which reside in Central Real.

CRC will also assist DCL with its strategy to secure favourable terms for the conversion of current debt instruments to strengthen and improve the balance sheet of DCL.

The final agreement terms have yet to be executed, but it is expected that this will occur in the coming weeks, and a supplementary announcement will be made. The board is confident that the final terms will indeed enhance the summary included in this announcement.

Board renewal

DomaCom is able to announce significant changes to the Board of Directors. Chairman and non-executive Director Professor John Hewson AM has resigned from the Board, and Dr Alberto Basile, Mr Raymond Jourdan and Mr Vinuraj Koliyat have been appointed as non-Executive directors. Non-executive Director Mr Ross Landles has been appointed as Chairman. The changes are made with immediate effect.

John has had a significant positive impact on the business as Chairman during a period of transition where we have sought to further strengthen our compliance regime and corporate governance. John has left the Board for personal reasons. The role of Chairman has passed to Ross Landles who has extensive experience leading businesses within the financial service sector and ASX listed entities. Ross has developed a deep understanding of DomaCom since joining the Investment Committee on 13 June 2023. Ross has been a Non-Executive Director of DomaCom since 23 May 2024.

DomaCom is pleased to announce the appointment of Dr. Alberto Basile to its Board of Directors. Dr. Basile brings a wealth of experience and expertise in finance, risk, and compliance frameworks, making him an invaluable addition to the company. His ability to establish and maintain robust checks and controls will enhance DomaCom’s risk management and compliance capabilities, ensuring the company continues operating with the highest integrity and accountability standards. Alberto Basile will lead the new risk and compliance frameworks and act as Chairman of the Risk and Compliance Committee.

Dr. Basile’s career spans multiple continents, including Australia, China, and Europe, providing him with a diverse perspective and a deep understanding of global financial markets. With nine years of experience at Risk Oversight of the Interest Rate Derivative desk of National Australia Bank, Dr. Basile honed his skills in finance and risk management, laying a strong foundation for his subsequent roles. As Head of Finance and advisor to the Board of Panthera Group, he played a crucial role in overseeing a commercial property business with a portfolio of regional shopping centres in NSW. Furthermore, Dr. Basile has held various key positions such as AMLCTF Compliance Officer for the digital currency exchange Paid By Coins, Chief Risk Officer at Lakeba Group, and non-executive Director for a public company Bricklet and an ASX-listed company Gratifii (ASX:GTI), a digital loyalty platform previously known as Mobecom. He is also a Graduate of the Australian Institute of Company Directors and holds a PhD in Mathematics from the Australian National University, underscoring his commitment to excellence and continuous learning. DomaCom is confident that Dr. Basile’s appointment will strengthen the Board’s ability to navigate the complex regulatory landscape and drive the company’s strategic growth initiatives.

DomaCom is pleased to announce the appointment of Mr Ray Jourdan to its Board of Directors. Ray has a background in law and business with experience that spans property, financial services, tourism & hospitality, technology and humanitarian development. As a strong strategic and innovative thinker, Ray has been working in the property space for more than 20 years, both investing and developing. Ray has a strong interest and has invested in Proptech businesses and is passionate about making it easier for people to invest in property and buy homes.

Ray holds an LLB and practising certificate with the Law Society of NSW and is also a licensed real estate agent.

DomaCom is thrilled to welcome Mr Vinuraj Koliyat to our Board of Directors. Vinu is a results-driven, strategic executive with extensive experience in product innovation and technology leadership. He has a proven track record of transforming start-ups into thriving, revenue-generating enterprises. His expertise spans business analysis, technical operations, product management, and change management, making him a versatile leader with a keen ability to align company strategies with effective execution.

Vinu brings a wealth of experience in building successful technology businesses and delivering scalable solutions across diverse industry verticals. He has consistently driven growth and created value, leveraging his technical skills as a software engineer and his business acumen as an MBA graduate. Additionally, his certification from MIT in the implications of Artificial Intelligence for business strategy equips him to bridge the gap between emerging technologies and strategic applications, ensuring that companies can harness AI for competitive advantage. His core values including a strong commitment to customer-centricity, intellectual curiosity, and a passion for innovative thinking make him a dynamic addition to our board.

Beyond his technical and operational expertise, Vinu is known for his hands-on leadership, excelling in rallying and inspiring teams. His experience in developing global partner strategies and designing change management initiatives has added significant value to his previous ventures. We are confident that Vinu’s unique blend of skills and experience will play a crucial role in guiding DomaCom toward continued success and growth.

The remuneration of the 3 new Directors initially will be made partly through the issue of share options. DomaCom agrees to issue, subject to subsequent shareholder approval and compliance with ASX Listing Rules, Corporations Law and other applicable regulatory requirements, up to 2,615,289 unlisted options with a maturity date of 31 August 2026 and an exercise price of $zero to each of the 3 new Directors, being 7,845,867 options in total. If shareholder approval is not provided, the relevant Director Fees will be paid in cash within one month and future Director fees will be paid in cash. The terms of the Options are set out in Appendix B.

Repayment of Secured Convertible Notes

As part of the refinancing initiative, DomaCom has repaid $486,000 due under the Secured Convertible Notes transaction originating through Melbourne-based institution investor Thundering Herd (Thundering Herd Notes).

Conversion of trade creditor to loan

As part of the process of strengthening the financial position of the Company, the principal IT service provider has agreed to convert amounts due under the service agreement to an unsecured loan. The loan of $200,000 has interest payable of 13% pa paid on maturity and a maturity date of 1 January 2026. In addition DomaCom has agreed to issue, subject to subsequent shareholder approval, 14,285,715 unlisted Options to the Lender with a maturity date of 31 May 2025 and an exercise price of $0.014. The Terms of the Options are set out in Appendix C.

DomaCom CEO Steve James commented, “We are pleased that CRC and Bricklet continue to see the growth potential in the DomaCom business. This additional funding supplied by Bricklet will provide DomaCom with additional financial support as the Company executes the next stage of its growth strategy.

We would like to thank John Hewson for his commitment and drive over a during his time as Chairman. His knowledge and expertise have been invaluable as DomaCom has gone through a transitional period. We are sad to see him go and we wish him well in their future endeavours. We welcome Alberto, Ray and Vinu to the Board. We have an absolute commitment to continue to develop our compliance capabilities and look forward to making use of their significant experience to enable future growth in a very strongly controlled compliance environment.”

Bricklet and Lakeba Group Chairman Giuseppe Porcelli commented, “We are pleased about our extended collaboration with DomaCom. Our shared vision for the future of fractionalised investments drives exciting plans. The proposed board appointments will contribute expertise in Real Estate, Fintech, Governance, and Compliance. We are thrilled to join forces with Tony Denny and Central Real Capital as we embark on this exciting new chapter of the DomaCom journey.”

CRC Founder and CEO Tony Denny said, “I am happy to work with the board of DomaCom to change the face of DCL so it becomes well placed both financially and strategically to provide a product line to investors which have strong income and/or capital returns prospects, and which have a very different risk profile to those products that DCL presently offers to the investors. I am confident that we can assist DCL with our financial capacity and sector skills to enable all stakeholders to derive benefit. We have already identified 4 fund opportunities in marquee property assets and financial products that will drive substantial returns and income to investors and DCL alike.”

Ross Landles Chairman of DomaCom said, “Central Real is exactly the profile of company we are looking to align ourselves with. We need to have a different product profile available for investors and one which is reliable and sustainable. The products we have identified with Central Rela provide that reliability and this combined with additional financial support by CRC represent an outstanding opportunity for our company to undertake a transformative change. I look forward to working with Tony and his executive team whom I have come to know well to implement the plans.”

Matthew Fletcher, Managing Director of MSC Trustees commented, “As the Trustee for the DomaCom Fund (Fund), we are encouraged that DCL is pursuing a strategic alliance with CRC and we look forward to DCL and CRC reaching final terms which we expect will enhance the outlook for DCL considerably. The participation of the Lakeba Group expands the skills and experience that DCL can draw on as Manager of the Fund, and the combined vision of the major stakeholders will ultimately be of benefit to all investors in the Fund.”

This announcement has been authorised for release to the market by Company Secretary Philip Chard.

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Ms Holbrook was most recently with Equity Trustees for 12 years, leading its Relationship Management team.

The appointment beefs up both business development and fund expertise in MSC’s Sydney office, and follows MSC’s recent acquisition of Certane’s corporate trust & custody business, also operating from Sydney.

In her time with EQT, Ms Holbrook oversaw the development of the relationship management team from 2 to 10 managers and a client book of around AUD $100 million.  Prior to EQT, she was at Perpetual for 8 years, overseeing client management, compliance and team coordination across Responsible Entity and Trustee portfolios.

MSC Group Managing Director, Mr Matthew Fletcher, said: “Kylie is an accomplished leader in Australia’s corporate trust industry.  She brings expertise in business development, client management and funds oversight.  Over 20 years, she is recognised for overseeing multibillion-dollar funds under management initiatives and as an expert in regulatory and compliance practices.

“This appointment is strategic and Kylie joins our expanded relationship management team in Sydney as a specialist in retail and wholesale fund trusteeship in a leadership role.  We are excited to reposition the MSC business post our acquisition of Certane, and promote our new scale and full-service offering including corporate trust, custody and fund administration.”

Ms Holbrook said, “I am looking forward to working with a dynamic team that now brings a full-service, end-to-end, fund services solution to the market, giving fund manager clients an alternative to the traditional trustee and responsible entity models.”

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Matthew Fletcher

Corporate trustee and fund administration platform, MSC Group, has acquired Certane Corporate Trust, formerly trading as AET Corporate Trust and part of Australian Executor Trustees, adding retail custody to its services.

The acquisition, which officially settled on Friday 12 January 2024, will create one of the largest full service corporate trust businesses in Australia, with a combined AUD $30 billion under appointment.  In addition to retail custody, Certane brings expanded debt capital markets expertise and client books in the areas of security trusteeship, facility and escrow agency services.  Certane also manages a large book of employee share plans.

The combined business will present a major alternative to long standing incumbents in the trustee market, with services to appeal to both domestic and international fund and capital managers and providing a powerful one-stop-shop for complementary corporate trust, custody, security trustee & agency, registry & fund administration services.

MSC Group Managing Director, Mr Matthew Fletcher, said “The highly complementary merging of Certane CT into MSC Group represents the final step in creating a full service corporate trust offering.  We know both local and international clients are highly attracted to the combined offering of corporate trust, fund registry, administration and custody services.

“The Certane and formerly AET Corporate Trust business has a long-established history of servicing the local Australia fund and corporate debt market and has managed to grow its book in recent times despite a number of ownership changes.  This acquisition brings an incredibly loyal and capable custody team into our business, plus a genuine footprint in both Melbourne and Sydney.We believe the business will benefit immensely with more stable, aligned ownership and strategic direction in a market with limited competition.

“Competition in the Australian custody space has been retreating following the exit of the Australian banks to return to core business.  Global depository/custodial businesses such as HSBC, JP Morgan and Citi Group have also retreated, preferring larger funds in excess of AUD $5 billion or sometimes as much as $20 billion.  The non-global, stand-alone, local custodial market now comprises only two players: Certane and Sandhurst Trustees (owned by regional Bendigo Adelaide Bank).

“Accordingly, this acquisition represents a substantial opportunity for our business to take market share for custody services on both a stand-alone basis and also as a leverage point for our core and higher margin corporate trust business.

“I want to thank Darran Goodger and Certane Group stakeholders for facilitating what is a fantastic opportunity for our business.  I’d also like to express appreciation for a number of consultancy firms who worked tirelessly to assist us in completing this deal over Christmas / New Years including our legal counsel Minter Elison, our funding partner Epsilon and corporate advisor Prime Capital.”

Certane Group CEO, Mr Darran Goodger, said “From the offset when speaking with Matt, it was clear that bringing together these two companies made for an exciting prospect for all stakeholders.  The combined businesses, with their collective industry experience and technology, are extremely well positioned to support existing and new clients.

“There has been a tremendous amount of hard work undertaken by all parties including Certane Group and our advisors, Ankura and Allen & Overy, to both complete and deliver a seamless transaction over the festive period.”

Certane CT General Manager, Ms Yvonne Kelaher, said: “We look forward to working with MSC, who brings long-term ownership stability and a solid growth strategy.  We consider this an extremely complementary outcome for both our clients and staff, who will respectively benefit from a wider service offering and career opportunities.”

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