Adalan Ventures Regulatory News (ZAIM)

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For Release at 7 am

7 December 2023

Adalan Ventures Plc

("Adalan" or the "Company")

Reverse Takeover

Adalan Ventures plc (the 'Company' or 'Adalan') is pleased to announce that it has reached agreement on a non-binding basis for the acquisition of entire issued share capital of two operating businesses in the financial technology sectors via a reverse takeover ('Acquisitions'). 

The Board of the Company has considered a variety of potential opportunities, focused on the Fintech industry with a preference for inclusive projects with good ESG credentials and/or created Social Impact. The Board believe the proposed Acquisitions meet these goals. With the targets selected having complementarity technologies, which when combined have potential to create significant synergies.

The two target businesses are Topos Network Pte. Ltd ('Topos') and Re-Lender S.P.A ('Re-Lender'). The Board believes that combining with these two businesses will give the Company the opportunity to create one "world unique end-to-end financial infrastructure" that provides to "now unbankable" people, living both in developed countries and even in poor rural areas of developed world, access to proper bank accounts, to digital financial services and directly link them.

Background information on Topos

Singapore based Topos develops and extends a financial technology suite that allows the creation and management of last mile banking networks in frontier markets. Topos licenses its technology to newly established equity joint ventures with local stakeholders and supervised financial institutions to operate in target markets retaining a minority stake in such joint ventures. 

Topos's proprietary technology allows for the creation and operation of digital last mile banking that is able to open and operate micro accounts by GSM and/or low-tech mobiles to now unbankable people living below the threshold of 5U$D per day. This technology is suited to unserved rural areas of developing countries where lack of data grids is a barrier to more traditional digital providers. 

Topos's platform in the last 2 years has managed to:

· Attract 680,000 new clients accounts in 24 months;

· Pull more than 320,000 clients up to "Credit grade" level; and

· Forged relationships with 46,000 bank agents.

Topos has to date principally focused on Sub-Saharan Africa but has recently begun forging relationships with local banks in a number of other countries and is the process of establishing joint ventures with local banks in Middle East and North Africa region and Latin America and Southeast Asia. These joint ventures will be locally licensed "Last mile banks".

Topos's technology suite enables its users to connect with family members who are part of their diaspora in developed world to facilitate access to credit. 

However, Topos lacks the regulatory permissions to directly access clients in the "Sending side" of money transaction and this is an important benefit in the proposed combination of the Company with Re-Leder and Topos. This is through the relationship with Re-Lender which operates a fintech lending platform in Italy.

Background information on Re-Lender

Re-Lender began operating in 2020 and achieved breakeven point after few months and has since then has been operating profitably. By integrating its own authorisations and the authorisations of third parties, Re-Lender has rapidly built a successful business ecosystem with 35,000 permanent investors, a track record of ? 40 million in transactions and has a significant pipeline of potential future opportunities.

RE-Lender has been recognised by the Politecnico di Milano crowdfunding report as the lending crowdfunding platform - with a broader focus beyond real estate - in terms of fundraising, emphasising its impactful presence in the industry in Italy.

Following completion of the Acquisitions, the Company plans to integrate the Re-Lender business with Topos's platform to allow Topos to directly access its clients.

The Company's aim is that the integration of Re-Lender and Topos as part of Adalan's business will help them realise their potential and create the "end to end" financial infrastructure that will allow direct connection between people and organizations in developed countries with people and organizations in developing countries.

The Company has signed a term sheet with Topos and Re-Lender and their significant shareholders regarding the Acquisitions ('Term Sheet') that was inter alia conditional on completing a fundraise which the issue of shares announced on 14 November 2023 and an unsecured loan of £163,580 from Re-Lender more details of which are below. 

Under the Term Sheet, subject to various conditions the Company has agreed to acquire 100% of outstanding capital of Topos in exchange for 452.5 million shares of Adalan for an approximate value of £33.9 million. The Company has also agreed to acquire the entire issued share capital of Re-lender in exchange for the issue of 230.3 million shares in Adalan for an approximate value of £17.3m. These values are based upon the expected financial results for the year ended 2023 and are subject to due diligence.

Under the Term Sheet the Company, Re-Lender S.P.A and Topos will use their reasonable endeavours to complete the Acquisitions, the readmission of Company's issued share capital to the Standard Segment of the Official List and a placing. However, the transaction remains subject to due diligence, regulatory consents and other conditions.

As the FCA have classed the Company as a "Shell Company" and there is insufficient publicly available information about the proposed Acquisitions, the Company has decided to request a suspension of its shares pursuant to LR 5.6.8 and therefore trading in the Company's shares on the Main Market of the London Stock Exchange and their admission to the Official List have been temporarily suspended.

A further announcement regarding the Acquisition will be made as and when appropriate.

Further information can be found at the corporate website:

 https://adalanventures.com/

Topos Network - The bank for one billion people and

RE-LENDER - Reconversion Crowdfunding (relender.eu)

 Enquiries:

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").