23 Jun 2022 07:00
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") | ||||||||||||||||||||||||
COMPANY NAME: | ||||||||||||||||||||||||
Immediate Acquisition plc ( "IME" or the "Company") The Company is proposing to change its name to "Fiinu Group plc" upon completion of a reverse takeover of Fiinu Holdings Limited ("Fiinu"), together the Enlarged Group.
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : | ||||||||||||||||||||||||
IME: c/o Charles Russell Speechlys LLP, 5 Fleet Place, London, England, EC4M 7RD From Admission: Abbey House, Wellington Way, Brooklands Business Park, Weybridge, Surrey, KT13 0TT
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COUNTRY OF INCORPORATION: | ||||||||||||||||||||||||
England and Wales
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: | ||||||||||||||||||||||||
www.imeplc.com (at present) www.fiinuplc.com (on Admission)
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: | ||||||||||||||||||||||||
IME has its shares admitted to trading on AIM and in May 2022 disposed of its main trading subsidiary and became an AIM Rule 15 cash shell. Its main country of operation is the United Kingdom. Fiinu intends to be a provider of a consumer banking product, the Plugin Overdraft ®, which is designed to provide customers with an overdraft facility without having to change their current account or request an overdraft from their existing bank. Fiinu's technology arm manages and develops the platform, using open banking, and once the platform is fully operational will also look to develop secondary revenue streams by licensing Fiinu's intellectual property rights. Fiinu has two subsidiaries - Fiinu 2 Ltd ("Fiinu 2") (to be renamed Fiinu Bank Limited on Admission) and Fiinu Services Ltd (Fiinu Services"). Fiinu 2 was issued an "authorised subject to capital" letter by the PRA in relation to its application for a Part 4A deposit taking licence ("Banking Licence"). This letter set out certain conditions to the confirmation of the Banking Licence, principally relating to the PRA and FCA's confirmations of Fiinu 2's capital adequacy - which will be satisfied by the proceeds of the fundraising and IME's existing cash balance. IME (to be renamed Fiinu Group plc) will be the issuer, with the current Fiinu business acting as the sole operator. Following Admission, IME will own 100% of Fiinu Holdings Limited which will have two subsidiaries - Fiinu Bank Limited and Fiinu Services Limited. The Admission is sought as a result of a reverse take-over under AIM Rule 14. | ||||||||||||||||||||||||
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares): | ||||||||||||||||||||||||
Ordinary Shares of £0.10 each comprising:
Pursuant to Rule 7, for the 12 months following Admission, the Directors, Proposed Directors and other Applicable Employees, together with Petri Rahja and Kindred Capital have signed Lock-in Agreements which prevent them from disposing of any Ordinary Shares in the Company. This amounts to 153,850,150 Ordinary Shares representing c58 per cent. of the issued share capital of the Company at Admission.
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CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: | ||||||||||||||||||||||||
£8.01 million
Target market cap: c.£53m
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: | ||||||||||||||||||||||||
58.0%
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED: | ||||||||||||||||||||||||
None
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FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known): | ||||||||||||||||||||||||
Existing Directors Timothy (Tim) Robert Hipperson - Non-Executive Chairman* Mark Ian Horrocks - Non-Executive Director* Simon Michael Leathers - Independent Non-Executive Director On Admission the following individuals will be appointed to the Board: David Hopton - Independent Non-Executive Chairman Christopher (Chris) Francis Sweeney - Chief Executive Officer
Phillip Tansey - Chief Financial Officer
Dr Marko Petteri Sjoblom - Founder and Executive Director
Huw Alistair Evans - Independent Non-Executive Director
Joseph Jerry Liow Yune Loy - Independent Non-Executive Director
*resigning on Admission
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): | ||||||||||||||||||||||||
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: | ||||||||||||||||||||||||
N/A
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: | ||||||||||||||||||||||||
(i) 31 December (Fiinu will change its accounting reference date on or around admission). (ii) For IME 31 December and incorporated by reference, for Fiinu 31 March. (iii) 6 months ending 30 June 2022 (by 30 September 2022); year ending 31 December 2022 (by 30 June 2023) and 6 months ending 30 June 2023 (by 30 September 2023).
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EXPECTED ADMISSION DATE: | ||||||||||||||||||||||||
8 July 2022
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NAME AND ADDRESS OF NOMINATED ADVISER: | ||||||||||||||||||||||||
SPARK Advisory Partners Limited 5 St John's Lane London EC1M 4BH
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NAME AND ADDRESS OF BROKER: | ||||||||||||||||||||||||
SP Angel Corporate Finance LLP Prince Frederick House 35-39 Maddox St London W1S 2PP
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OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: | ||||||||||||||||||||||||
Copies of this document will be available free of charge to the public during normal business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of SPARK Advisory Partners, 5 St John's Lane, London, EC1M 4BH in accordance with the AIM Rules. This document will also be available for download from the Company's website at www.imeplc.com up to Admission and at www.fiinuplc.com post Admission.
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THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY | ||||||||||||||||||||||||
The Enlarged Group will adopt the UK Corporate Governance Code, as published by the Financial Reporting Council.
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DATE OF NOTIFICATION: | ||||||||||||||||||||||||
23 June 2022
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NEW/ UPDATE: | ||||||||||||||||||||||||
NEW
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