15 Jun 2022 18:14
This announcement is for information purposes only and does not constitute or contain any invitation, solicitation, recommendation, offer or advice to any person to subscribe for, otherwise acquire or dispose of any securities in Immediate Acquisition Plc or any other entity in any jurisdiction. Neither this announcement nor the fact of its distribution shall form the basis of, or be relied on in connection with, any investment decision in Immediate Acquisition Plc.
The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014 which forms part of English law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
15 June 2022
Immediate Acquisition Plc
("IME" or "the Group" or "the Company")
Update on the proposed acquisition of Fiinu Holdings Ltd
The Directors of Immediate Acquisition Plc (AIM: IME) are pleased to announce that, further to the close of the accelerated bookbuild ("ABB") and temporary suspension of trading announcement earlier today, the Company has now entered into the Sale and Purchase Agreements for the proposed acquisition of Fiinu Holdings Ltd ("Proposed Acquisition"), which constitutes a reverse takeover under the AIM Rules. In addition it has entered into the Placing and Loan Facility Agreement together with the Relationship and Lock in Agreements. Details of all these agreements will be included in the Admission Document, together with a Notice of a General Meeting which is to be convened to approve, inter alia, the Proposed Acquisition, the Rule 9 waiver of the City Code on Takeovers and Mergers, the Placing and the proposed change of name.
Loan Facility Agreement
The Company has entered into a £2.49 million loan facility agreement (the "Loan Facility") with Dewscope Limited, a company controlled by Mark Horrocks, a non-executive director of the Company. The Loan Facility is for two years, unsecured and will attract interest at 12.5% on amounts drawn (paid monthly in arrears). In addition, there is a 2% arrangement fee and a 3% drawdown fee on each tranche (with a minimum tranche size of £250,000). The Loan Facility will be utilised to provide additional working capital for the Enlarged Group.
The Loan Facility is a related party transaction for the purposes of the AIM Rules. The Company's independent directors, being Tim Hipperson and Simon Leathers, having consulted with the Company's nominated adviser SPARK Advisory Partners Limited, consider that the terms of the Loan Facility are fair and reasonable insofar as the Company's shareholders are concerned.
In addition, the Company sold its entire shareholding in Audioboom Group plc shares yesterday for a consideration of approximately £0.95 million in cash.
The Admission Document, Notice of General Meeting and Form of Proxy are expected to be published and posted to shareholders today.
Further announcements will be made as appropriate.
For further information please contact: | |
Immediate Acquisition Plc Tim Hipperson, Non-executive Chairman Simon Leathers, Non-executive Director | Tel: +44 (0) 203 515 0233 |
SPARK Advisory Partners Limited (Nomad) Mark Brady Neil Baldwin | Tel: +44 (0) 203 368 3550 |
SP Angel Corporate Finance LLP (Broker) Matthew Johnson Abigail Wayne | Tel: +44 (0) 207 470 0470 |
Buchanan Communications Chris Lane / Kim van Beeck | Tel: +44 (0) 207 466 5000 |
Expected Timetable of Principal Events
Publication of the Admission Document | 15 June 2022 |
Latest time and date for receipt of CREST voting intentions | 29 June 2022 |
Latest time and date for receipt of Forms of Proxy | 10.00 a.m. on 29 June 2022 |
Time and date of the General Meeting | 10.00 a.m. on 1 July 2022 |
Expected date for change of name to become effective | Anticipated within five Business Days of the General Meeting |
Expected date of confirmation of Banking Licence to Fiinu by FCA & PRA | anticipated within five Business Days of the date of the General Meeting |
Expected completion of Acquisition of Fiinu, issue of the New Ordinary Shares, re-admission of the Enlarged Issued Share Capital and commencement of dealings on AIM | anticipated to be 8.00 a.m. on or about the Business Day following confirmation of the Banking Licence |
Expected date for New Ordinary Shares to be credited to CREST accounts | anticipated to be 8.00 a.m. on or about the Business Day following confirmation of the Banking Licence |
Despatch of definitive certificates for New Ordinary Shares | within 14 days of Admission |
All of the above timings refer to UK time. All future times and/or dates referred to above are subject to change at the discretion of the Company and SPARK.
Any changes to the above dates and times will be communicated by the Company via RIS announcements.