27 Mar 2018 07:00
TechFinancials, Inc.
("TechFinancials, the "Company" or the "Group")
Notice of General Meeting
TechFinancials (AIM: TECH), a leading technology provider to financial trading brokers, announces that the Company's General Meeting will be held at 11.00am on 26 April 2018, at the offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU.
The General meeting has been convened for shareholders to grant directors the necessary authorities to allow for the issuance of shares to shareholders of OptionFortune Trade Limited, on a non-pre-emptive basis, as consideration to the OptionFortune Shareholders for the second measurement payment under the Joint Venture ("JV") Agreement as announced on 21 October, 2015.
Pursuant to the JV Agreement, the Company is required to issue shares or make cash payments to the OptionFortune Shareholders, depending on the financial results of the JV business, DragonFinancials for the years 2016 and 2017.
Based on the audited financial statements of DragonFinancials for the year 2016, the Company issued 3,868,615 shares of the Company to the OptionFortune Shareholders, as consideration for the first measurement payment under the JV Agreement.
Based on the audited financial statements of DragonFinancials for the years 2016 and 2017, DragonFinancials achieved financial results requiring the Company, at the Company's sole discretion, in addition to the issuance of the First Payment Shares, to either: (i) pay USD 4,527,927 (the "Cash Payment") to the OptionFortune Shareholders; or (ii) issue 12,406,352 shares of the Company, at a price per share of £0.27, representing following such issuance, 14.60% of the issued share capital of the Company (the "Second Payment Shares") to the OptionFortune Shareholders.
Under the Articles of Association of the Company, an issuance of shares exceeding 6% of the issued share capital of the Company in any single transaction is subject to the pre-emptive rights of the shareholders.
Further details are set out in the Notice of General Meeting, which has been posted to shareholders today.
Copies of the Notice of General Meeting and Forms of Proxy are available on the Company's website https://group.techfinancials.com/
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
For further information:
TechFinancials, Inc. | |
Asaf Lahav, Group Chief Executive Officer | |
Yuval Tovias, Chief Financial Officer | www.techfinancials.com |
Grant Thornton UK LLP (Nominated Adviser) | |
Colin Aaronson / Samantha Harrison | Tel: +44 (0) 20 7383 5100 |
Northland Capital Partners Limited (Joint Broker) | |
David Hignell/ John Howes | Tel: +44 (0) 20 3861 6625 |
Peterhouse Corporate Finance (Joint Broker) | |
Lucy Williams / Eran Zucker | Tel: +44 (0) 20 7469 0932 |
Media enquiries:
Yellow Jersey (Media Relations)Charles Goodwin / Katie Bairsto |
Tel: +44 (0) 7748 843 871 |
About TechFinancials
TechFinancials, Inc (AIM: TECH) is a leading innovator and supplier of financial trading solutions for retail clients. The Group operates a B2B division licensing white label trading platform solutions to online brokers. In addition, the Company operates a B2C division operating trading platform incorporating a strategic joint venture focusing on solutions for traders in the Asia Pacific region.
Further information can be found at http://techfinancials.com