REG - AIM Fiinu PLC - Schedule One - Fiinu plc

FiinuAnnouncement

12/08/2025 07:30

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RNS Number : 8462U  AIM  12 August 2025

 

 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:

 Fiinu plc ("Fiinu" or the "Company")

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES) :

 Ibex House,

 Baker Street,

 Weybridge,

 Surrey,

 KT13 8AH

 COUNTRY OF INCORPORATION:

 England and Wales

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 https://fiinuplc.com/aim-rule-26 (https://fiinuplc.com/aim-rule-26)

 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:

 Fiinu joined AIM in July 2022 by way of a reverse takeover of Immediate
 Acquisition plc (formerly Immedia Group plc) and during August 2025 it has
 conditionally agreed terms to acquire the entire issued, and to be issued,
 share capital of Everfex P.S.A. "(Everfex"). Fiinu's main country of operation
 is the United Kingdom.

 Fiinu

 Fiinu is a fintech business which has been developing its Plugin Overdraft®
 product, an Open Banking-enabled unbundled overdraft solution. The Plugin
 Overdraft® is a technical Banking as a service ("BaaS") solution that allows
 customers to have an overdraft facility without changing their existing bank
 or eMoney account.

 Open Banking allows the Group's Plugin Overdraft® to attach to the customer's
 primary bank account, no matter which bank they use. There is a substantial
 market opportunity for the Group in the UK alone, with over 29 million
 potential retail consumers who may consider adding Plugin Overdraft® to their
 bank account. The Group's Plugin Overdraft® platform can provide retail
 customers with an overdraft facility without switching banks, giving them
 access to mainstream credit, which can improve their credit scores and help
 avoid expensive late payment fees.

 On 15 January 2025, the Company announced that it had signed non-binding heads
 of terms for its first white label deal for its Plugin Overdraft® product
 with an independent UK bank, pursuant to which the Group would provide the
 bank with its BaaS platform incorporating the Plugin Overdraft® product. The
 launch Is anticipated during Q4 2025.

 Everfex

 Everfex is a recently incorporated company, that acquired the business, trade
 and certain assets of Stały Kurs on 1 January 2025. As part of the Stały
 Kurs acquisition, Everfex purchased the right to use the Stały Kurs name and
 will continue to trade as Stały Kurs in Poland.

 Stały Kurs was established in September 2019, in Poland, to provide currency
 hedging solutions. The business serves small and medium-sized businesses
 exposed to Polish Zloty fluctuations against all major currencies. Over the
 years Stały Kurs had developed into a key player in the Polish market,
 specialising in supporting import and export businesses with currency
 exchange. Stały Kurs has demonstrated year-on-year growth in revenue and
 profitability, primarily driven by the expansion of its client base and
 improved operational efficiency.

 At the end of Q2 2023, a new management team, led by CEO, Karol Oleksa,
 restructured aspects of the Stały Kurs business and introduced a more robust
 governance and risk management framework. As part of this restructuring the
 previous CEO left the business in Q2 2023, and sold his shareholding in Stały
 Kurs. In late 2024, the business underwent a restructuring in preparation for
 its transfer to Everfex, and in July 2025 the then owners of Everfex (being
 the Beneficial Owners) transferred Everfex to Granicus Holdings, which entity
 has entered into the Acquisition Agreement for the sale of Everfex to the
 Company.

 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):

 At Admission, Ordinary Shares of 10p each, comprising:

Existing Fiinu Shares         287,247,246
 Director Shares to be issued  2,117,740
 Adviser Shares to be issued   500,000
 Consideration Shares          80,000,000
 Subscription Shares           8,010,000
 Total                         377,874,986

 

 Post Admission an additional 20,000,000 Consideration Shares may be issued, at
 a price per share of 20 pence subsequent to 1 January 2026, following
 satisfaction of the necessary conditions as set out in the Acquisition
 Agreement.

 Single class of shares

 It is agreed that Lock-in arrangements will be put in place for Granicus
 Holdings OU (the "Seller"). This includes a 12 months' hard lock-in with a
 further 12months' orderly market provision. This amounts to 80,000,000
 Ordinary Shares representing c.21.17 per cent. of the issued share capital of
 the Company at Admission.

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:

 The Company is raising £801,000 by way of a Subscription.

 Anticipated Market Capitalisation on Admission - c.£37.8m

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
 c. 56.36%
 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:

 N/A

 THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

 No

 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):

 David Hopton (Chairman)

 Dr Marko Petteri Sjoblom (Chief Executive Officer)

 Dr Feyzullah Egribouyun, CGMA (Chief Financial Officer)*

 Simon Leathers, FCA (Senior Independent Non-Executive Director)

 Proposed Directors to be appointed on Admission:

 Sami Sebastian Kalliola (Chief Strategy Officer)

 Mark Andrew Wallace (Independent Non-Executive Director)

 * On 6 August 2025, the Company notified that Dr Feyzullah Egriboyun, had
 served notice to the Company that he intended to leave the Company, to move to
 the USA for family reasons, with effect from 22 August 2025. The search for a
 replacement has already begun, and in the meantime, Michael Hopton, who has
 been recently appointed as Chief Operating Officer (a non-Board position),
 will act as the interim CFO.

 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):

 Fiinu Significant Shareholders (current):

Fiinu shareholders     Holding      % of ISC
 Dr Marko Sjoblom, CEO  125,182,668  43.19%
 Mark Horrocks          33,696,561   11.62%
 Kindred Capital        19,629,673   6.77%
 Nikki and Jason Rush   11,379,270   3.93%
 Total                  189,888,172  65.51%

 

 Significant Shareholders at Admission:

Shareholders            Holding      % of ISC
 Dr. Marko Sjoblom, CEO  125,182,668  33.13%
 Granicus Holdings OU    80,000,000   21.06%
 Mark Horrocks           33,696,561   8.87%
 Kindred Capital         19,629,673   5.17%
 Nikki and Jason Rush    11,379,270   3.01%
 Total                   269,888,172  71.24%

 

 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:

 N/A

 (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

 (ii)        For Fiinu; 31 December 2024 and incorporated by reference,
 for Everfex period ended 1 January 2025 and unaudited historic financial
 information for the  four-month period ended 30 April 2025

 (iii)       30 September 2025 (unaudited interim results for the six
 months ending 30 June 2025)

 30 June 2026 (audited annual results for the year ended 31 December 2025)

 30 September 2026 (unaudited interim results for the six months ending 30 June
 2026)

 EXPECTED ADMISSION DATE:

 27 August 2025

 NAME AND ADDRESS OF NOMINATED ADVISER:

 SPARK Advisory Partners Limited

 5 St. John's Lane

 London

 EC1M 4BH

 NAME AND ADDRESS OF BROKER:

 SP Angel Corporate Finance LLP

 Prince Frederick House

 35-39 Maddox St London

 W1S 2PP

 Oberon Investments Ltd

 Nightingale House

 65 Curzon Street

 London

 W1J 8PE

 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 (Saturday, 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.fiinuplc.com.

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 UK Corporate Governance Code

 DATE OF NOTIFICATION:

 12 August 2025

 NEW/ UPDATE:

 NEW

 

Post Admission an additional 20,000,000 Consideration Shares may be issued, at
a price per share of 20 pence subsequent to 1 January 2026, following
satisfaction of the necessary conditions as set out in the Acquisition
Agreement.

 

Single class of shares

 

It is agreed that Lock-in arrangements will be put in place for Granicus
Holdings OU (the "Seller"). This includes a 12 months' hard lock-in with a
further 12months' orderly market provision. This amounts to 80,000,000
Ordinary Shares representing c.21.17 per cent. of the issued share capital of
the Company at Admission.

 

 

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:

 

The Company is raising £801,000 by way of a Subscription.

 

Anticipated Market Capitalisation on Admission - c.£37.8m

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

c. 56.36%

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:

 

N/A

 

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

 

No

 

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):

 

David Hopton (Chairman)

Dr Marko Petteri Sjoblom (Chief Executive Officer)

Dr Feyzullah Egribouyun, CGMA (Chief Financial Officer)*

Simon Leathers, FCA (Senior Independent Non-Executive Director)

 

Proposed Directors to be appointed on Admission:

Sami Sebastian Kalliola (Chief Strategy Officer)

Mark Andrew Wallace (Independent Non-Executive Director)

 

* On 6 August 2025, the Company notified that Dr Feyzullah Egriboyun, had
served notice to the Company that he intended to leave the Company, to move to
the USA for family reasons, with effect from 22 August 2025. The search for a
replacement has already begun, and in the meantime, Michael Hopton, who has
been recently appointed as Chief Operating Officer (a non-Board position),
will act as the interim CFO.

 

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):

 

Fiinu Significant Shareholders (current):

 

 Fiinu shareholders     Holding      % of ISC
 Dr Marko Sjoblom, CEO  125,182,668  43.19%
 Mark Horrocks          33,696,561   11.62%
 Kindred Capital        19,629,673   6.77%
 Nikki and Jason Rush   11,379,270   3.93%
 Total                  189,888,172  65.51%

 

Significant Shareholders at Admission:

 

 Shareholders            Holding      % of ISC
 Dr. Marko Sjoblom, CEO  125,182,668  33.13%
 Granicus Holdings OU    80,000,000   21.06%
 Mark Horrocks           33,696,561   8.87%
 Kindred Capital         19,629,673   5.17%
 Nikki and Jason Rush    11,379,270   3.01%
 Total                   269,888,172  71.24%

 

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:

 

N/A

 

(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

 

(ii)        For Fiinu; 31 December 2024 and incorporated by reference,
for Everfex period ended 1 January 2025 and unaudited historic financial
information for the  four-month period ended 30 April 2025

 

(iii)       30 September 2025 (unaudited interim results for the six
months ending 30 June 2025)

 

30 June 2026 (audited annual results for the year ended 31 December 2025)

 

30 September 2026 (unaudited interim results for the six months ending 30 June
2026)

 

EXPECTED ADMISSION DATE:

 

27 August 2025

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

SPARK Advisory Partners Limited

5 St. John's Lane

London

EC1M 4BH

 

NAME AND ADDRESS OF BROKER:

 

SP Angel Corporate Finance LLP

Prince Frederick House

35-39 Maddox St London

W1S 2PP

 

Oberon Investments Ltd

Nightingale House

65 Curzon Street

London

W1J 8PE

 

 

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 (Saturday, 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.fiinuplc.com.

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

UK Corporate Governance Code

 

DATE OF NOTIFICATION:

 

12 August 2025

 

NEW/ UPDATE:

 

NEW

 

 

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