REG - Fiinu PLC - Interim Results For The 6mths Ended 30 June 2022
29/09/2022 07:00
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RNS Number : 0773B Fiinu PLC 29 September 2022
29 SEPTEMBER 2022
This announcement contains inside information as stipulated under the UK
version of the Market Abuse Regulation (EU) No. 596/2014 which is part of
English Law by virtue of the European (Withdrawal) Act 2018, as amended. On
publication of this announcement, this information is considered to be in the
public domain.
FIINU PLC
("Fiinu" or the "Company" or the "Group")
Interim results for the six months ended 30 June 2022
Fiinu (AIM: BANK), a fintech company and creator of the Plugin Overdraft®,
announces its unaudited half-year results for the six months ended 30 June
2022.
Business Highlights
· Previous Board determined an acquisition focused cash-shell route for
the Company
· May 2022: Immedia Broadcast Ltd., the only active trading business,
was sold on 9 May for £2.0 Million
· June 2022: Sprift Loan of £1.05 Million was sold on 6 June at
face-value
· June 2022: Remaining investments in Audioboom plc sold for a net
£949k
· June 2022: Board agreed on 9 June to recommend shareholders to
approve the acquisition of FIINU holdings Limited together with a fund-raise
and readmission to trading on AIM
And immediately following the end of the reporting period,
· 1 July 2022: the acquisition of Fiinu Holdings Limited and other
matters were approved by shareholders in general meeting
· 8 July 2022: readmission of the enlarged group to trading on AIM as
Fiinu PLC
Financial Highlights
· All remaining assets and investments of the Group liquidated in the
period
· Cash at period end £3.58 Million
· Accounting loss for the period £0.1 Million
Chris Sweeney, Fiinu's Chief Executive said:
"With the reverse take-over of Immediate Acquisition PLC and its subsequent
renaming to Fiinu PLC having successfully concluded we are now engaged in the
exciting work required to fully enable our banking product to be ready for
submission within the year for regulatory approval.
The reverse take-over that resulted in the change of business and its name to
Fiinu took place shortly after the end of the accounting period and
consequently these financial statements do not reflect the operating
performance of the current business.
Since the period end, we have made good progress on several workstreams that
must be completed during mobilisation, including selecting Tuum as our core
banking platform and making various key hires to strengthen our control
functions and operational resilience. Our Plugin Overdraft® is a revolution
in UK technology led consumer banking and we look forward to updating
shareholders on our continued progress in due course."
Key Financials
Due to the sale of the Company's only active business subsidiary, Immedia
Broadcast Limited ("IBL"), prior to the change in business brought about by
the takeover of Fiinu Holdings Limited following the end of this period in
July, the financial statements show the results of IBL as a single line Net
profit from discontinued operations for this period. The prior periods ended
30 June 2021 and 31 December 2021 have been similarly restated.
Unaudited Unaudited Audited
half year to
half year to
year to
30 Jun 2022
30 Jun 2021
31 Dec 2021
(Restated) (Restated)
Revenue - - -
Gross profit - - -
Administrative expenses (983,206) (237,552) (721,972)
Net finance income 69,111 259 72,188
EBITDA* (914,095) (£237,293) (£649,784)
Loss after income tax (914,095) (£237,293) (£649,784)
Impairment charge Goodwill / Intangibles (219,595) - -
Net gain on sale of financial assets 612,377 - -
Net profit from discontinued operations 425,699 (190,437) 211,187
Total loss (95,614) (£45,230) (£438,597)
Debt Nil (£81,797) (£53,959)
Net funds (cash less debt) 3,577,276 £2,006,952 £568,829
*Loss before interest, tax, depreciation, amortisation and impairment charges
*Loss before interest, tax, depreciation, amortisation and impairment charges
Enquiries:
Fiinu PLC via agencybrazil London
Chris Sweeney, Chief Executive Officer
Philip Tansey, Chief Financial Officer +44 (0)1932 548681
info@fiinu.com (mailto:info@fiinu.com)
SPARK Advisory Partners Limited (Nomad)
Mark Brady/ Adam Dawes Tel: +44 (0) 203 368 3550
SP Angel Corporate Finance LLP (Stockbroker) Tel: +44 (0) 207 470 0470
Abigail Wayne
Matthew Johnson
Buchanan Communications (Financial PR adviser)
Chris Lane Tel: +44 (0) 7466 5000
Jack Devoy Email: fiinu@buchanan.uk.com
Brazil London (Press office for Fiinu) +44 (0) 207 785 7383
Joshua Van Raalte / Christine Webb / Jamie Lester Email: fiinu@agencybrazil.com
About Fiinu PLC
Fiinu, founded in 2017, is a fintech group, including Fiinu Bank, which is
authorised by the Bank of England's Prudential Regulatory Authority 1
(#_ftn1) . Fiinu's Plugin Overdraft® is an unbundled overdraft solution which
allows customers to have an overdraft with Fiinu Bank without changing their
existing bank. The underlying Bank Independent Overdraft® technology platform
is bank agnostic, allowing Fiinu Bank to serve all other banks' customers.
Open Banking allows Fiinu's Plugin Overdraft® to attach ("plugin") to the
customer's primary bank account, no matter which bank they may use. Fiinu's
vision is built around Open Banking, and it believes that it increases
competition and innovation in UK banking.
For more information, please visit www.fiinu.com
FIINU PLC
Unaudited Half-Year Results for the six months ended 30 June 2022
PREFACE
Introduction by founder, Dr Marko Sjoblom
We have come a long way in five years, and I am proud to have this opportunity
to introduce Fiinu, a fintech group including Fiinu Bank, which is authorised
by the Bank of England's Prudential Regulatory Authority 2 (#_ftn2) .
Our mission is to start a new era of banking and to revolutionise how people
manage their finances, creating better financial inclusion and increasing
financial flexibility for consumers.
We are currently focused on building a Bank Independent Overdraft® platform
for Fiinu Bank, which will promote its flagship banking product in the UK -
its Plugin Overdraft®, which will give consumers access to an overdraft
facility without the need to switch banks and current accounts. It will also
help to build credit and avoid rejection stress.
We have obtained evidence that the current macroeconomic environment, rising
inflation, and cost-of-living crisis is resulting in more demand for an
overdraft, and that the gap between supply and demand of overdraft credit is
widening in many markets.
Background
The journey to where we are today begun when we met with the Bank of England
regulators five years ago and discussed Clayton Christensen's disruptive
innovation theory in relation to creating a new bank independent overdraft
market.
We presented a thematic analysis and details on how to technically unbundle
overdrafts from current accounts without anyone needing to switch banks -
extending access to a broader population and improving financial inclusion.
The Fiinu business model is based on this. It is technology-led and enabled by
Fiinu Bank, using Open Banking to improve consumer outcomes in the lending
sector.
Customers will be able to link multiple bank accounts to their dedicated Fiinu
Bank overdraft account through Open Banking application programming interfaces
(APIs). The underwriting process is also led by Open Banking, as opposed to
conventional underlying risk-based underwriting methods.
Overdraft Market Reform
In 2019, FCA research suggested that 62% of the population used some form of
overdraft at least once per annum. However, in 2020, the Financial Conduct
Authority (FCA) introduced one of the biggest reforms in the overdraft market,
which led to the removal of the unarranged overdraft.
Research by the FCA in 2022 showed that over the last four years, the number
of personal current accounts in the UK has increased by 15%, from 87 million
to over 100 million. However, approximately 80% of these accounts do not
have access to an overdraft.
The removal of the unarranged overdraft did not remove the demand for credit
but led some consumers to seek alternatives such as, store cards, catalogue
credit, and 'buy now pay later'. Research by the FCA in 2017 suggested that
the credit scores of people who used these types of non-bank products worsened
significantly.
Access to Fiinu's Plugin Overdraft® can help individuals begin to build their
credit profiles through the provision of a credit limit by a bank lender
rather than less mainstream providers.
Financial Inclusion
According to Experian (October 2021), the presence of an arranged overdraft in
a credit file can improve the credit rating if consumers use it sensibly.
Fiinu Bank's Open Banking-led underwriting model is based on the principle
that overdraft limits will be provided to those who can demonstrate an ability
to make repayments within a reasonable time without adversely impacting their
overall financial well-being or needing to borrow more elsewhere to repay
Fiinu.
Over the past 12 months, circa 10% of newly opened personal current accounts
in the UK include an agreed overdraft. Fiinu Bank is adopting a sophisticated
approach to assess affordability and to set credit limits, thereby potentially
enabling it to extend its overdraft credit to a substantially wider population
than traditional banks.
Outlook and the Year Ahead
We are optimistic about the outlook and the year ahead. We have achieved a
sequence of critical milestones, including the granting of a restricted
banking licence, admission to the public market, and securing £14m of funding
in challenging market conditions. We will provide further updates on our
progress periodically, as we continue to meet our milestones during the
mobilisation phase of Fiinu Bank.
Dr. MARKO SJOBLOM
DIRECTOR FIINU PLC
29 September 2022
Business update by Chief Executive Officer, Chris Sweeney
OVERVIEW
I am delighted to have this, my first opportunity to report to you as CEO of
this truly innovative business. In this statement I will outline what it is
that we are working on, what the key milestones and steps are that must be
achieved in order to progress our business plan and finally, an overview of
the financials for the six months ended 30 June 2022, though it should be
clearly understood that these financials are those of an enterprise that
ceased to have any business activity in May 2022 and changed entirely upon the
reverse take-over with Fiinu that took place on 8 July 2022.
Mobilisation
An essential component of our business plan is the mobilisation process that
encompasses a period, expected to be a year, were our deposit-taking
permission is restricted while we complete the remaining build out of our
bank. This period is vital to our plans as it allows us the time to recruit
colleagues, build and test our new technologies, commit to third-party
suppliers and secure further investment. Whilst still at an early stage in
the process, I am pleased to report that we have made encouraging progress in
recruiting key people and contracting with our critical technology partners.
The Management Team & the Board
We continue to build our people capability and we have made really pleasing
progress with a number of key Management and Executive hires. I am delighted
to have such an experienced team supporting me at executive and management
levels and also a Board comprising an impressive blend of experience from
banking, public company management and governance. This team will be key to
the success of Fiinu over the coming months and years and I am looking forward
to working with them all over that time.
Having this month completed the composition of the Board and Executive
Management Team, focus now moves to the remaining management roles required.
We are actively recruiting the necessary business capabilities across,
customer service, operations, finance, risk, compliance and HR. This is also
supported by a number of short-term contractors to support our mobilisation
and technology programme delivery.
Technology
Fiinu will be using best in class technology in all its functions. Prior to
our authorisation the team has worked to identify and assess our key
technology partners that are essential to support the delivery of our business
model. A number of which we have already contracted with to build the
necessary technology 'stack' and the front-end customer facing applications.
Amongst the most critical components are (a) open banking connectivity (b)
decision engine (c) customer mobile application (d) banking platform. The
build and configuration of these technology components has commenced and we
look forward to providing further updates on our progress against our key
milestones.
Property
Up until now Fiinu has developed on an entirely virtual basis as befits any
technology enable neo-bank working through a global pandemic. I am therefore
delighted to announce that this month we have taken occupancy of our new
offices in Camberley, Surrey. Whilst the business will continue to work
flexibly this new office will act as our new HQ and will give us the anchor
site to host our customer service and operational capabilities.
Auditors
We thank Nexia Smith & Williamson, now Evelyn Partners, for their highly
professional support over the recent years for Immedia. The change in business
to that of a banking group necessitates the move required and we are pleased
to welcome Mazars as auditors for Fiinu PLC and its subsidiaries going
forward.
EVENTS SINCE THE START OF 2022
Whilst it is of critical importance to focus on the future of Fiinu and the
work that we need to do in order to achieve that future and maximise the
opportunity for our shareholders, we must record the events of 2022 from a
reporting perspective for the Fiinu entity which, until 8 July 2022, was known
as Immediate Acquisition PLC and before that, up until 5 May 2022, as Immedia
Group PLC.
In the six months the key events were as follows:
· Disposal of wholly owned subsidiary, Immedia Broadcast Limited, for a
total consideration of £2.0 million comprising £1.718 million paid on
completion of the disposal on 9 May 2022 with the balance of £282,000 payable
in 12 equal monthly instalments, beginning one month after completion;
· Executive Directors, Ross Penney and John Trevorrow, stepped down on
9 May 2022;
· The Company name was changed to Immediate Acquisition Plc.; and,
· Remaining assets disposed of comprised the Sprift Loan for cash
consideration of £1.05m and the sale of the investment in Audioboom in
June.
POST-PERIOD END EVENTS
Since the Group's Admission to Trading on AIM on 8 July 2022, we have been
absolutely focused on the key activities that we have to complete during the
mobilisation phase. I am pleased to report that good progress has already been
made, including the selection of Tuum as the core banking platform to power
the Group's Plugin Overdraft® and various hires to strengthen our control
functions and operational resilience. The Group is making good progress with
various other mobilisation activities and I look forward to updating
shareholders on these developments in due course.
CHRIS SWEENEY
CHIEF EXECUTIVE OFFICER
29th September 2022
FIINU PLC
(Fiinu, the Company or the Group) Unaudited Half-Year results for six months
ended 30 June 2022
Consolidated statement of comprehensive income
Note 6 months ended 6 months ended 12 months ended
30 June 2022 30 June 2021 31 Dec 2021
(unaudited) (unaudited) (audited)
Restated Restated
£
£ £
Continuing operations
Revenue - -
Administrative expenses - -
Gross Profit - -
Administrative expenses 983,286 237,552 (721,972)
Other Income - -
Operating loss (237,552) (721,972)
Finance income 69,111 259 72,188
Finance expense - - -
Loss before tax (914,095) (237,293) (649,784)
Tax - -
Loss from continuing operations (914,095) (237,293) (649,784)
Gain on disposal of investments 612,377 - -
Impairment of goodwill and intangible assets (219,595) - -
Profit /(Loss) from discontinued operations 5 425,699 (190,437) 211,187
Total Loss for the period (95,614) (427,730) (438,597)
(Loss) per share (pence) (0.26) (1.24) (1.43)
Basic and Diluted
Consolidated statement of financial position
30 June 2022 30 June 2021 31 Dec 2021
(unaudited) (audited)
Note (unaudited) £ £
£
ASSETS
Non-current assets
Goodwill - 191,018
Owned - Intangible assets - 28,577
Owned - Property, plant and equipment - 106,678
Right of use - Property - 9,230
Investments - 1,175,349
- 1,665,297 1,510,852
Current assets
Inventories 161,556
Trade and other receivables 388,456 2,254,937
Cash 3,577,276 622,788
2,673,931 3,039,281
Total assets 3,965,732 4,339,228 4,550,133
LIABILITIES
Non-Current liabilities
Financial liabilities (39,716)
Provisions (70,000)
(82,679) (109,716)
Current liabilities
Trade and other payables (1,330,817) (1,594,058)
Contract liabilities (101,587)
Financial liabilities (14,242)
(1,780,418) (1,709,887)
Total liabilities (1,330.817) (1,863,097) (1,819,604)
Total net assets 2,634,915 2,476,131 2,730,529
Capital and Reserves
Share capital 3,758,184 3,758,184 3,758,184
Share premium 5,189,313 4,546,541 5,189,313
Merger reserve - 2,245,333 2,245,333
Share based payment reserve 40,218 1,001,218 40,218
Investment valuation reserve - 450,000 836,265
Retained losses (6,352,800) (9,525,145) (9,338,784)
Shareholders' funds 2,634,915 2,476,131 2,730,529
Consolidated statement of cash flows
6 months ended 6 months ended 12 months ended
30 June 2022 30 June 2021 31 Dec 2021
Note (unaudited) (unaudited)* (audited)
£ £ £
Operating activities
Profit / (loss) for the period
Continuing operations (521,313) (237,293) (649,784)
Discontinued operations 425,699 (190,437) 211,187
Total (95,614) (427,730) (438,597)
Adjustments for
Depreciation, amortisation 83,812 145,165
Net finance expense / income 4,777 (66,022)
Tax
Non-cash adjustment for share options charge - 121,000 -
Increase/(decrease) in trade receivables 86,972 (629,489)
Decrease/(increase) in trade payables (209,577) (225,234)
Decrease/(increase) in others 24,808 (36,896)
Net cash generated from operations (315,938) (1,251,072)
Investing activities:
Purchase/sale of marketable securities 949,000 (249,083)
Interest received 69,111 259 72,504
Investment loan 1,050,000 (800,000) (1,050,000)
Acquisition of fixed assets - (4,391) (67,619)
Cash from sale of asset 1,718,000 42
Change in net assets on sale of subsidiary (736,009) -
Net cash generated / used by investing activities 3,050,102 (804,132) (1,294,156)
Finance activities
Repayment of bank loan - (833) (5,517)
Repayment of lease liabilities - (55,504) (86,986)
Proceeds from issue of share capital - 3,000,000 3,000,000
Cost of share issue - (197,229) (197,229)
Interest paid - (1,848) (6,483)
Net cash generated / used in financing activities - 2,744,586 2,703,784
Net Increase / decrease in cash 2,954,488 1,624,516 158,556
Cash at beginning of period 622,788 464,232 464,232
Cash at end of period 3,577,276 2,088,748 622,788
*Comparative figures have been reclassified to reflect the correct loss on
discontinued operations and to reflect the reclassification of realised gains
to revenue for the six months to 30 June 2021
Consolidated statement of changes in equity
Attributable to equity shareholders of the company
Called up share capital Share premium Retained losses Merger reserve Share based payment reserve Investment valuation reserve Total equity
£
£ £
£ £ £ £
Balance at 1 January 2021 2,558,184 3,586,541 (8,900,186) 2,245,333 40,218 67,500 (402,410)
Balance at 30 June 2021 3,758,184 5,386,541 (9,404,145) 2,245,333 40,218 450,000 2,476,131
Balance at 31 December 2021 3,758,184 5,189,313 (9,338,783) 2,245,333 40,218 836,265 2,730,529
Balance at 1 January 2022 3,758,184 5,189,313 (9,338,783) 2,245,333 40,218 836,265 2,730,529
Loss for the period (914,095) (914,095)
Sale of investments 1,448,642 (836,265) 612,377
Impairment of goodwill and intangible asset
(219,595) (219,595)
Net gain on disposal of subsidiary 425,699 425,699
Balance at 30 June 2022 3,758,184 5,189,313 6,352,800 - 40,218 - 2,634,915
NOTES TO THE FINANCIAL STATEMENTS
Financial information contained in this document does not constitute statutory
accounts within the meaning of section 434 of the Companies Act 2006 ("the
Act"). The statutory accounts for the year ended 31 December 2021 have been
filed with the Registrar of Companies. The report of the auditors on these
statutory accounts was unqualified, did not draw to any matters by way of
emphasis and did not contain a statement under section 498(2) or (3) of the
Act. The financial information for the six months ended 30 June 2022 and 30
June 2021 is unaudited.
This announcement was approved by the Board on 29 September 2022.
1. Reporting entity
Fiinu Plc (the "Company" or, the "Group") is a public limited company
incorporated and domiciled in England and Wales. The address of the
Company's registered office, and its principal place of business, is
Wellington Way, Brooklands Business Park, Weybridge, KT13 0TT, UK. The
consolidated financial statements of the Company as at and for the six months
ended 30 June 2022 comprise the Company and its subsidiaries (together
referred to as the "Group").
Fiinu, founded in 2017, is a fintech group, including Fiinu Bank, authorised
by the Bank of England. Fiinu's Plugin Overdraft® is an unbundled overdraft
solution which allows customers to have an overdraft with Fiinu Bank without
changing their existing bank. The underlying Bank Independent Plugin
Overdraft® technology platform is bank agnostic, allowing Fiinu to serve all
other banks' customers. Open Banking allows Fiinu's Plugin Overdraft® to
attach ("plugin") to the customer's primary bank account, no matter which bank
they may use. Fiinu's vision is built around Open Banking, and it believes
that it increases competition and innovation in UK banking. Fiinu's business
became that of Fiinu PLC, formerly Immediate Acquisition PLC, only following
the end of the half-year on 8 July 2022.
2. Basis of preparation
The interim financial information in this report has been prepared using
accounting policies consistent with IFRS as adopted by the United Kingdom.
IFRS is subject to amendment and interpretation by the International
Accounting Standards Board (IASB) and the IFRS Interpretations Committee and
there is an ongoing process of review and endorsement by the United Kingdom.
The financial information has been prepared on the basis of IFRS that the
Directors expect to be adopted by the United Kingdom and applicable as at 30
June 2022. The Group has chosen not to adopt IAS 34 "Interim Financial
Statements" in preparing the interim financial information.
3. Significant accounting policies
The accounting policies set out in detail in note 2 of the Group's
consolidated financial statements to 31 December 2021 under its previous name
of Immedia Group PLC have been applied consistently to these unaudited
financial statements to 30 June 2022, with the exception of the adoption of
new or amended standards which have become applicable for accounting periods
commencing on or after 1 January 2022. There are no new standards or
amendments to standards which are material to the accounts for the half year
ended 30 June 2022.
a) Discontinued business
IFRS 5 Non-current Assets Held for Sale and Discontinued Operations outlines
how to account for non-current assets held for sale (or for distribution to
owners). In general terms, assets (or disposal groups) held for sale are not
depreciated, are measured at the lower of carrying amount and fair value less
costs to sell and are presented separately in the statement of financial
position. Specific disclosures are also required for discontinued operations
and disposals of non-current assets.
The sum of the post-tax profit or loss of the discontinued operation and the
post-tax gain or loss recognised on the measurement to fair value less cost to
sell or fair value adjustments on the disposal of the assets (or disposal
group) is presented as a single amount on the face of the statement of
comprehensive income. If the entity presents profit or loss in a separate
statement, a section identified as relating to discontinued operations is
presented in that separate statement. [IFRS 5.33-33A].
Detailed disclosure of revenue, expenses, pre-tax profit or loss and related
income taxes is required either in the notes or in the statement of
comprehensive income in a section distinct from continuing operations.
[IFRS 5.33] Such detailed disclosures must cover both the current and all
prior periods presented in the financial statements. [IFRS 5.34]
4. Events in the six months ended 30 June 2022
Highlights
· Disposal of the wholly owned and only active subsidiary, Immedia
Broadcast Limited, for a total consideration of £2.0 million comprising
£1.718 million paid on completion of the disposal on 9 May 2022 with the
balance of £282,000 payable in 12 equal monthly instalments, beginning one
month after completion
· Executive Directors, Ross Penney and John Trevorrow, left the Board on
9 May 2022
· Change of Company name to Immediate Acquisition Plc.
· Disposal of the Sprift Loan for cash consideration of £1.05m on 6 June
2022
· Disposal of the investment in Audioboom for net proceeds of £0.9m in
June 2022.
Immedia Broadcast Ltd ("IBL")
Owing to the cost of operation, the previous Board determined in 2022 that IBL
would trade more efficiently without the financial and regulatory burden of
being traded on AIM and the Group therefore sought expressions of interest
from third parties. None of these was at a level commensurate with the
trading prospects of IBL so, having received shareholder approval, on 9 May
2022 the Group sold IBL to AVC Immedia Limited, a company led by CEO Ross
Penney.
Sprift Loan
On 15 July 2021 the Company entered into a cost recovery agreement with Sprift
Technologies Limited ("Sprift") supported by a loan to Sprift of £1.05m.
On 6 June 2022 the Company disposed of the £1.05m Sprift Loan to Mark
Horrocks for £1.05m in cash consideration. This was a related party
transaction pursuant to AIM Rule 13 and the directors at that time having
consulted with the Company's nominated adviser, believed that the terms of the
disposal were fair and reasonable insofar as shareholders are concerned.
5. Discontinued business and assets held for sale
Per IFRS 5 - Discontinued business and assets held for sale the individual
line items of the business that has been deemed 'held for sale' are presented
on the face of the income statement as one line set out as 'Discontinued
business' and the assets and liabilities of that business presented on the
statement of position as two single lines namely 'assets of business held for
sale' and 'liabilities of business held for sale'. The only active business
within the Group at 1 January 2022 was that of the wholly owned subsidiary
Immedia Broadcasting Limited (IBL) which was sold in May for a total
consideration of £2million.
Set out below are the individual lines that are summarised within the Income
statement by the line "Net profit / (loss) arising from the disposal of assets
held for sale".
Individual Line item 6 months ended 30 June 2022 6 months ended 30 June 2021 12 months ended 31 December 2021
£ £ £
Revenue 838,704 1,086,388 2,940,692
Cost of sales (383,678) (999,025)
Gross Profit 581,725 702,710 1,941,668
Other Income 12,398 12,398
Administrative expenses (590,015) (900,510) (1,736,712)
Finance income 317
Finance costs (626) (5,036) (6,483)
Other costs (28,970)
Net Profit / (Loss) before tax (37,886) (190,437) 211,187
Tax
Other gains upon disposal 463,585
Net profit/(loss) arising from the disposal of assets held for sale 425,699 (190,437) 211,187
6. Post balance sheet date events
Following the disposal of Immedia Broadcast Limited, announced 21 April 2022
and the sale of the Sprift loan in June, the Company became an AIM Rule 15
cash shell further supported by the sale for cash of the investment in
Audioboom plc and, as such, was required to make an acquisition or
acquisitions which constitute(s) a reverse takeover under AIM Rule 14
(including seeking re-admission as an investing company (as defined under the
AIM Rules)). Subsequently, the Board agreed on 9 June to propose the
acquisition of Fiinu holdings Limited which was approved by shareholders at
the general meeting held on 1st July with the transaction completed on 8 July
2022. On completion day the Company adopted new Articles of Association,
changed its name to Fiinu PLC and its London Stock Exchange mnemonic to "BANK"
and appointed new Board directors. Tim Hipperson (Non-Executive Chairman) and
Mark Horrocks (Non-Executive Director) stepped down from the Board of
Directors whilst Simon Leathers remained as a non-executive director to be
joined by the new appointees:
· David Hopton - Non-Executive Chairman
· Chris Sweeney - Chief Executive Officer
· Marko Sjoblom - Founder and Executive Director
· Philip Tansey - Chief Financial Officer
· Jerry Loy - Independent Non-Executive Director and,
· Huw Evans - Independent Non-Executive Director.
The Company successfully raised £8.01 million (before expenses) via a placing
of 40,050,000 new ordinary shares at an issue price of 20 pence per share (the
"Placing"). The net proceeds of the Placing will be used in combination with
the Company's existing capital resources for regulatory capital, investment in
technology and general operating expenses. The number of shares in issue
immediately after Admission is 265,131,861 giving the Company a market
capitalisation of approximately £53 million at the issue price of 20 pence
per share. The Company holds no shares in treasury.
7. Earnings per share
Unaudited Unaudited Half Year Full Year
Half Year Audited
2022 Number 2021 Number 2021
Number
Basic
Weighted average number of ordinary shares in issue 37,581,844 35,460,297 31,581,844
Less weighted average number of own shares (832,374) (832,374) (832,374)
Weighted average number of shares in issue for basic earnings per share 36,749,470 34,627,923 30,749,470
The basic and diluted earnings per share are calculated using the after tax
loss attributable to equity shareholders for the financial period of £95,614
(30 June 2021: loss £427,730; 31 December 2021: loss £438,597) divided by
the weighted average number of Ordinary shares in issue in each of the
relevant periods: 30 June 2022: 37,581,844 shares (30 June 2021: 34,627,923
shares and 31 December 2021: 37,581,844 shares). For the year-ended 31
December 2021 the opening number in issue was 25,581,844 and with 12,000,000
issued in the year the closing number was 37,581,844. For the period to 30
June 2022 and the year to 31 December 2021 and period to 30 June 2021 and in
accordance with IAS 33, the diluted loss per share is stated as the same
amount as basic as there is no dilutive effect.
8. Share capital
Allotted, issued and fully paid:
Number of shares Nominal value
£
Ordinary shares with nominal value of £0.10 per share as at:
30 June 2020 14,556,844 1,455,684
Issued in the half year 11,025,000 1,102,500
31 December 2020 25,581,844 2,558,184
Issued in the half year 12,000,000 1,200,000
30 June 2021 37,581,844 3,758,184
30 June 2022 37,581,844 3,758,184
Following the end of the half-year on 8 July a further 227,550,017 shares,
comprising 40,050,000 placement shares and 187,550,017 consideration shares
with a nominal value of £0.10 per share, were issued as part of the reverse
take-over and the acquisition of Fiinu Holdings Limited as discussed in Note
6.
There are no restrictions on the transfer of shares in Fiinu Plc. All shares
carry equal voting rights.
FORWARD LOOKING STATEMENTS
This document contains certain forward-looking statements which reflect the
knowledge and information available to the Company during the preparation and
up to the publication of this document. By their very nature, these
statements depend upon circumstances and relate to events that may occur in
the future thereby involving a degree of uncertainty. Although the Group
believes that the expectations reflected in these statements are reasonable,
it can give no assurance that these expectations will prove to have been
correct. Given that these statements involve risks and uncertainties, actual
results may differ materially from those expressed or implied by these
forward-looking statements.
The Group undertakes no obligation to update any forward-looking statements
whether because of new information, future events or otherwise.
1 (#_ftnref1) Fiinu Bank Limited obtained its UK deposit-taking banking
licence with restrictions from the Prudential Regulation Authority (PRA) and
the Financial Conduct Authority (FCA) in July 2022
2 (#_ftnref2) Fiinu Bank Limited obtained its UK deposit-taking banking
licence with restrictions from the Prudential Regulation Authority (PRA) and
the Financial Conduct Authority (FCA) in July 2022
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