R8 Capital Inv Regulatory News (MODE)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

5 October 2020

Mode Global Holdings PLC 

Admission to Trading on the London Stock Exchange and First Day of Dealings

Mode Global Holdings PLC ("Mode"), the UK-based Fintech Group, is pleased to announce that Mode's entire issued ordinary share capital has today been admitted to the standard listing segment of the Official List of the FCA and to trading on the London Stock Exchange's Main Market for listed securities under the ticker "MODE".

Mode has successfully raised £7.5 million (before expenses) by way of a placing of 15 million new Ordinary Shares with institutional and other investors at a price of 50 pence per Ordinary Share (the "Placing Price"). Mode's market capitalisation at the Placing Price on admission will be £40.3 million. Peterhouse Capital Limited ("Peterhouse") is acting as Sole Broker in relation to the Admission.

Jonathan Rowland, Executive Chairman, commented: "The Mode offering was oversubscribed and well supported by existing investors and a range of new institutional investors. Today marks a pivotal moment for Mode, as one of the first publicly listed financial services companies with a consumer focused-digital asset offering to list on the LSE Main Market. Mode's admission is a vote of confidence in our business strategy and our mission to reduce fragmentation and inefficiencies across the banking, payments, investment and loyalty industries."

Notes to Editors

Overview of Mode

Mode is a UK-based Fintech Group, building a modern financial services business to support an increasingly digitised economy and financial system, combining the best of banking, payments, investment, loyalty and digital assets. Our business today comprises:

· Mode app - a ground-breaking digital banking app that allows users to manage their traditional and digital assets all in one place.

· Bitcoin Jar - one of the highest-yielding and most flexible interest-generating accounts for Bitcoin in the market (accessible through the Mode app).

· Business payments (WeChat and Alipay) - payment processing services for UK and European businesses to tap into the Chinese market. Mode has secured key partnerships with Tencent (WeChat) and Alipay.

· Business marketing services (WeChat) - marketing and social media services for UK and European businesses on one of China's most popular apps.

After Admission, Mode will seek to:

· Launch a novel payments solution powered by Open Banking that eliminates the need for cards. The new solution will aim to facilitate direct and seamless transactions in traditional and digital currency between businesses and Mode users. Mode's payment solution will not rely on the card schemes and as such will not be subject to any of their fees and/or restrictions. Furthermore, Mode's ecosystem-centric business model will seek to build a stronger consumer - business relationship, which the Directors believe will enable Mode to operate a significantly more diversified revenue model than the challenger banks, including both 'regular' Fintech revenue streams in addition to a range of more stable and high value revenue sources.

· Develop a loyalty and rewards engine that builds on banking, financial and payment-related insights, allowing businesses to run targeted loyalty campaigns to engage with new and existing consumers.

· Integrate the new payment and loyalty capabilities into the Mode app and relaunch as a next-generation super app with unique banking, payment, investment, loyalty and digital asset features, all in one.

· Continue to expand Mode's business client base using global payment and marketing services, connecting more UK and European businesses with a growing consumer base from China and beyond.

Important legal information

Alfred Henry Corporate Finance Limited and Peterhouse, each of which is authorised and regulated in the United Kingdom by the FCA, are acting exclusively for the Company and no one else in connection with the Company's initial public offering (the "Offer"), and will not regard any other person (whether or not a recipient of this document) as their respective clients in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer or any transaction, matter, or arrangement referred to in this announcement.

This announcement is only addressed to and directed at specific addressees who: (A) if in member states of the European Economic Area (the "EEA"), are persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, are Qualified Investors who are: (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (C) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (B) and (C) together being "Relevant Persons"). This announcement must not be acted or relied on (i) in the United Kingdom, by persons who are not Relevant Persons and (ii) in any member state of the European Economic Area by persons who are not Qualified Investors. Any investment activity to which this announcement relates (i) in the United Kingdom is available only to, and may be engaged in only with, Relevant Persons; and (ii) in any member state of the EEA is available only to, and may be engaged only with, Qualified Investors.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America, Australia, Canada, Japan or South Africa. This announcement is not an offer of securities for sale into the United States, Australia, Canada, Japan or South Africa. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States, except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to herein is being made in the United States.

Neither Alfred Henry Corporate Finance Limited, Peterhouse nor any of their respective affiliates and/or any of their or their affiliates' directors, officers, employees, advisers and/or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) and/or any other information relating to the Company, Mode and/or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.