17 Dec 2020 07:30
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014.
17 December 2020
Finablr PLC (the "Company")
Update on transaction of Finablr Limited
Background
Further to its announcement on 6 October 2020, the Company today announces that it has entered into a definitive agreement with Global Fintech Investments Holding AG ("GFIH"), an affiliate of Prism Group AG ("Prism") to sell to GFIH the entire issued share capital of Finablr Limited, the Company's wholly owned subsidiary. Finablr Limited owns the entire remainder of the Company's group (the "Target Group" and the "Transaction"). The Transaction will constitute the sale by the Company of its entire business and operations. Prism has formed a consortium with Abu Dhabi's Royal Strategic Partners ("RSP") in connection with the Transaction, as further described below.
Terms of the Transaction
The completion of the Transaction is subject to customary conditions, including the receipt of certain regulatory approvals.
In return for the transfer of the Target Group to GFIH, in addition to the nominal initial consideration of US$1 payable, GFIH is providing working capital support to the Target Group to enable it to continue to operate and to support various stakeholders in the Target Group, including employees and creditors of the Target Group. In addition, GFIH will undertake to support and facilitate the Company's continued efforts to recover funds from third parties in respect of possible historic wrongdoing within the Group. In this regard, subject to certain conditions, the Company and GFIH have agreed that GFIH shall pay to the Company, by way of additional consideration, a further amount equal to 25 per cent of any such funds received by the Target Group from third parties, up to a maximum of US$190,000,000. GFIH has also agreed certain provisions with the Company relating to the coordination of efforts to investigate possible historic wrong doing within the Target Group.
The Company intends to use the nominal consideration and any further consideration received to return value to its creditors, followed by its shareholders. Given the circumstances of the Company and the fact that absent the proposed funding from GFIH the Company will have insufficient working capital the Board of the Company believes that the Transaction is in the best interests of the shareholders of the Company.
Strategic rationale
Prism has formed a consortium with Abu Dhabi's RSP to rescue and rebuild the UAE-based financial services company, Finablr. Together, Prism aims to work with all stakeholders to revitalise the Target Group, which was a core pillar for cross border financial services in the UAE, providing currency exchange and remittance solutions that supported thousands of businesses and millions of customers around the world.
Prism and RSP are building a highly experienced executive management team to help lead the proposed transformation of Finablr. Through this transformation, Prism intends to create a world-leading, financial services platform for the emerging and frontier markets.
Prism and RSP believe they have a strong network within the key public and private sectors, which will bring tangible value and support to our all stakeholders including clients, employees, regulators, suppliers and third-party vendors.
Prism and RSP are working with established advisors to help find the optimal solution for the near-term and long-term benefit of the Target Group. Prism has retained Kirkland & Ellis, White & Case and Druces LLP as legal counsel, and a global restructuring firm as financial advisers.
Prism and RSP look forward to engaging with all stakeholders in connection with the proposed restructuring of the Target Group.
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Enquiries
Bhairav Trivedi, Group Chief Executive Officer, bhairav.trivedi@finablr.com Tel +1 (484) 358-7357
Rob Miller, Group HR and Restructuring Implementation Director, robert.miller@finablr.com Tel +44 7801 663858
For more information, visit the Finablr website: www.finablr.com