REG - Fiinu PLC - Proposed Acquisition, Subscription and Suspension

FiinuAnnouncement

06/08/2025 16:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250806:nRSF2919Ua&default-theme=true

RNS Number : 2919U  Fiinu PLC  06 August 2025

This Announcement is for information purposes only and does not constitute or
contain any invitation, solicitation, recommendation, offer or advice to any
person to subscribe for, otherwise acquire or dispose of any securities in
Fiinu Plc or any other entity in any jurisdiction. Neither this Announcement
nor the fact of its distribution shall form the basis of, or be relied on in
connection with, any investment decision in Fiinu Plc.

 

The information contained within this Announcement is deemed by the Company to
constitute inside information stipulated under the Market Abuse Regulation
(EU) No. 596/2014 which forms part of English law by virtue of the European
Union (Withdrawal) Act 2018, as amended. Upon the publication of this
Announcement via the Regulatory Information Service, this inside information
is now considered to be in the public domain.

 

6 August 2025

 

Fiinu Plc

("Fiinu" or "the Group" or "the Company")

 

Proposed Acquisition and

Proposed Subscription to raise c.£0.8 million

Temporary Suspension of Trading in the Company's ordinary shares on AIM

 

The Directors of Fiinu Plc (AIM: BANK) are pleased to announce the proposed
acquisition of Everfex P.S.A. ("Everfex") for an aggregate total consideration
of up to £12.0 million ("Proposed Acquisition"). The initial consideration,
of £8.0 million, is to be satisfied through the issue of 80,000,000 new
ordinary shares in the capital of the Company ("Consideration Shares") to the
sole owner of Everfex, Granicus Holdings O.Ü ("Granicus Holdings"), at a
price of 10p per Consideration Share (the "Issue Price"). Additional
consideration of £4.0 million may be payable, subsequent to 1 January 2026,
if Everfex achieves certain performance criteria, which would be satisfied
through the issue of 20,000,000 new ordinary shares in the Company
("Additional Consideration Shares") at an issue price of 20p per Additional
Consideration Share.

In addition, the Company intends to raise approximately £0.8 million, by way
of a conditional subscription ("Subscription") of new ordinary shares in the
capital of the Company ("Subscription Shares") at the Issue Price.

The Proposed Acquisition, if completed, will constitute a reverse takeover of
the Company under the AIM Rules and is, therefore, subject to the approval of
the Company's shareholders in General Meeting. The Proposed Acquisition is
subject to shareholder approval and it is proposed that the enlarged issued
share capital of the Company will be admitted to trading on AIM ("Admission").

About Everfex:

·      Everfex is an FX brokerage firm which executed over $1 billion in
spot, swap, and forward contracts traded in 2024.

·      It is a profitable and scalable business, with unaudited results
showing over £600,000 profit before tax for the four-month period ending 30
April 2025. In addition its SME client base grew 1,300% in 2024.

·      Everfex is a recently incorporated company that acquired the
business, trade and certain assets of Stały Kurs sp. z.o.o. ("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 sale and purchase agreement (the
"Acquisition Agreement") for the sale of Everfex to the Company.

·      Whilst Everfex has experienced good traction and recent growth in
the SME market, it intends to broaden its service offering into regulated
foreign exchange payment services. As part of this service offering expansion,
Everfex is considering obtaining the necessary licences, in order to enable it
to provide additional brokerage and payments services.

 

Proposed Fundraising:

·      The Company is seeking to raise approximately £0.8 million by
way of a conditional cash subscription through the issue of Subscription
Shares at the Issue Price.

·      Following their issue, the Subscription Shares will represent
approximately 2.12% of the enlarged issued share capital.

·      The Subscription Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing ordinary shares.

Proposed Board Changes

On completion of the Proposed Acquisition, it is intended that Mark Wallace
and Sami Kalliola will be appointed to the Board.  In addition, Dr Feyzullah
Egriboyun, the current CFO, has served notice to the Company today that he
intends 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
(supported by Simon Leathers, who is Chair of the Audit Committee). Dr
Egriboyun has agreed to work with the Board to ensure an orderly handover. As
a result, at Admission, the Board will comprise two executive directors and
three Independent Non-Executive Directors.

 

Temporary Suspension of Trading in the Company's ordinary shares on AIM

As noted, the Proposed Acquisition will constitute a reverse takeover under
the AIM Rules for Companies and is subject to shareholder approval in general
meeting. Therefore, the Company's AIM securities will be suspended from
trading on AIM with effect from 7.30 a.m. tomorrow, in accordance with the
guidance note to AIM Rule 14, and will remain suspended until the Company has
published an Admission Document in respect of the proposed enlarged entity.

 

Further announcements will be made as appropriate.

 

Dr Marko Sjoblom, Chief Executive Officer of Fiinu, commented:

"The proposed acquisition of Everfex represents a significant step forward in
Fiinu's strategic journey, broadening our presence in the foreign exchange
market and strengthening our capabilities in serving SME customers across
Europe. This transaction not only delivers a profitable and scalable business
into the Group but also complements our technology-led strategy, particularly
as we expand the reach of our Plugin Overdraft® and BaaS offerings. My
objective, which is linked to my proposed new long-term incentive
arrangements, is to increase the Company's valuation and share price by 1,000%
within the next 36 months. The acquisition of Everfex is the first step toward
achieving it.

"On behalf of the Board, I would like to thank Dr Feyzullah Egriboyun for
his dedication and invaluable contribution as CFO during a period of profound
change for Fiinu. We fully respect his decision to relocate to the USA for
family reasons and wish him every success in the future.

"I am pleased that Michael Hopton, our recently appointed COO, will step
into the role of interim CFO. Michael's last role was as a Managing Director
at Standard Chartered, where he worked for 14 years. He brings extensive
banking operations, risk, and transformation experience, alongside the support
of our Audit Committee Chair, Simon Leathers, he will ensure a smooth and
seamless transition as we continue to execute our three year growth plans with
confidence."

Enquiries:

 Fiinu Plc                                      Tel: +44 (0) 1932 629 532

 Dr Marko Sjoblom - CEO

 SPARK Advisory Partners Limited (Nomad)        Tel: +44 (0) 203 368 3550

 Mark Brady/Jade Bayat

 SP Angel Corporate Finance LLP (Joint Broker)  Tel: +44 (0) 207 470 0470

 Bruce Fraser/Ezgi Senturk

 Oberon Investment Limited (Joint Broker)       Tel: +44 (0)203 179 5300

 Nick Lovering/ Adam Pollock/ Mike Seabrook

 Brazil (Financial PR)                          Tel: +44 (0) 207 785 7383

 Joshua van /Jamie Lester/Christine Webb

 

This Announcement has been issued by, and is the sole responsibility of, the
Company.  No person has been authorised to give any information or to make
any representations other than those contained in this Announcement and, if
given or made, such information or representations must not be relied on as
having been authorised by the Company or SPARK or SP Angel or Oberon (as
defined below).  Subject to the AIM Rules for Companies, the issue of this
Announcement shall not, in any circumstances, create any implication that
there has been no change in the affairs of the Company since the date of this
Announcement or that the information contained in it is correct at any
subsequent date.

SPARK Advisory Partners Limited ("SPARK") which is authorised and regulated in
the UK by the FCA, is acting as nominated adviser to the Company. SPARK will
not be acting for or otherwise be responsible to any person (including a
recipient of this Announcement) other than the Company for providing the
protections afforded to its customers or for advising any other person on the
contents of any part of this Announcement or otherwise in respect of the
Proposed Acquisition, Subscription or Admission or any transaction, matter or
engagement referred to in this Announcement. The responsibilities of SPARK, as
the Company's nominated adviser under the AIM Rules, are owed solely to London
Stock Exchange plc and are not owed to the Company or any existing director,
proposed director or shareholder or to any other person. In respect of any
decision to acquire ordinary shares in reliance on any part of this
Announcement or otherwise, SPARK is not making any representation or warranty,
express or implied, as to the contents of this Announcement.

SP Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated
in the UK by the FCA and is a member of the London Stock Exchange, is acting
as joint broker to the Company. SP Angel will not be responsible to any person
other than the Company for providing the protections afforded to its customers
or for advising any other person on the contents of any part of this
Announcement or otherwise in respect of the Proposed Acquisition, Subscription
or Admission or any transaction, matter or engagement referred to in this
Announcement. The responsibilities of SP Angel as the Company's joint broker
under the AIM Rules are owed solely to London Stock Exchange plc and are not
owed to the Company or any existing Director, proposed director or shareholder
or to any other person. In respect of any decision to acquire ordinary shares
in reliance on any part of this Announcement or otherwise, SP Angel is not
making any representation or warranty, express or implied, as to the contents
of this Announcement.

Oberon Capital is a trading name of Oberon Investments Ltd ("Oberon"), which
is authorised and regulated in the UK by the FCA and is a member of the London
Stock Exchange, is acting as joint broker to the Company. Oberon will not be
responsible to any person other than the Company for providing the protections
afforded to its customers or for advising any other person on the contents of
any part of this Announcement or otherwise in respect of the Proposed
Acquisition, Subscription or Admission or any transaction, matter or
engagement referred to in this Announcement. The responsibilities of Oberon as
the Company's joint broker under the AIM Rules are owed solely to London Stock
Exchange plc and are not owed to the Company or any existing director,
proposed director or shareholder or to any other person. In respect of any
decision to acquire ordinary shares in reliance on any part of this
Announcement or otherwise, Oberon is not making any representation or
warranty, express or implied, as to the contents of this Announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed
on SPARK and/or SP Angel and/or Oberon by the Financial Services and Markets
Act 2000 (as amended) or the regulatory regime established thereunder, none of
SPARK, SP Angel or Oberon accepts any responsibility whatsoever for the
contents of this Announcement, including its accuracy, completeness or
verification or for any other statement made or purported to be made by it, or
on its behalf, in connection with the Company, the ordinary shares, the
Proposed Acquisition, the Subscription or Admission. SPARK, SP Angel and
Oberon all accordingly disclaim all and any liability whether arising in tort,
contract or otherwise (save as referred to above) in respect of this
Announcement or any such statement.

Forward Looking Statements

Certain statements made in this Announcement are forward-looking statements.
These forward-looking statements are not historical facts but rather are based
on the Company's current expectations, estimates, and projections about its
industry; its beliefs; and assumptions. Words such as 'anticipates,'
'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar
expressions are intended to identify forward-looking statements. These
statements are not guarantees of future performance and are subject to known
and unknown risks, uncertainties, and other factors, some of which are beyond
the Company's control, are difficult to predict, and could cause actual
results to differ materially from those expressed or forecasted in the
forward-looking statements. The Company cautions shareholders and prospective
shareholders not to place undue reliance on these forward-looking statements,
which reflect the view of the Company only as of the date of this
Announcement. The forward-looking statements made in this Announcement relate
only to events as of the date on which the statements are made. The Company
will not undertake any obligation to release publicly any revisions or updates
to these forward-looking statements to reflect events, circumstances, or
unanticipated events occurring after the date of this Announcement except as
required by law or by any appropriate regulatory authority.

 

IMPORTANT INFORMATION

Overseas Shareholders

The distribution of this Announcement and any other documentation associated
with the Subscription into jurisdictions other than the United Kingdom may be
restricted by law.  Persons into whose possession these documents come should
inform themselves about and observe any such restrictions.  Any failure to
comply with these restrictions may constitute a violation of the securities
laws or regulations of any such jurisdiction.  In particular, such documents
should not be distributed, forwarded to or transmitted, directly or
indirectly, in whole or in part, in, into or from the United States,
Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction where to do so may constitute a violation of the securities laws
or regulations of any such jurisdiction (each a "Restricted Jurisdiction").

The Subscription Shares have not been and will not be registered under the US
Securities Act 1933 (as amended) (the "US Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States and, accordingly, may not be offered, sold, resold, taken up,
transferred, delivered or distributed, directly or indirectly, within the
United States except in reliance on an exemption from the registration
requirements of the US Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States.

There will be no public offer of the Subscription Shares in the United
States.  The Subscription Shares are being offered and sold outside the US in
reliance on Regulation S under the US Securities Act.  The Subscription
Shares and the Consideration Shares (together, "New Ordinary Shares") have not
been approved or disapproved by the US Securities and Exchange Commission, any
state securities commission in the US or any other US regulatory authority,
nor have any of the foregoing authorities passed upon or endorsed the merits
of the offering of the Placing Shares or the accuracy or adequacy of this
Announcement.  Any representation to the contrary is a criminal offence in
the US.

The New Ordinary Shares have not been and will not be registered under the
relevant laws of any state, province or territory of any Restricted
Jurisdiction and may not be offered, sold, resold, taken up, transferred,
delivered or distributed, directly or indirectly, within any Restricted
Jurisdiction except pursuant to an applicable exemption from registration
requirements.  There will be no public offer of New Ordinary Shares in
Australia, Canada, Japan, or the Republic of South Africa.

This Announcement is for information purposes only and does not constitute or
form part of any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in any jurisdiction and
should not be relied upon in connection with any decision to subscribe for or
acquire any of the New Ordinary Shares.  In particular, this Announcement
does not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities
in the United States.

Other

No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share of the Company for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share of the Company.

Neither the content of the Company's website nor any website accessible by
hyperlinks to the Company's website is incorporated in, or forms part of, this
Announcement.

Certain figures contained in this Announcement, including financial
information, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum or percentage change of the numbers contained in
this Announcement may not conform exactly with the total figure given.

All references to time in this Announcement are to London time, unless
otherwise stated.

BACKGROUND TO AND REASONS FOR THE PROPOSED ACQUISITION

The Board believes Everfex to be a strong acquisition opportunity for the
following reasons:

 

Profitability and Revenue Generation:

The Proposed Acquisition will enable the Group to transition from pre-revenue
to revenue generation and, it is anticipated, ultimately to profitability.
Everfex has a proven market presence and a rapidly growing customer base.

 

Market and Product Expansion:

The Proposed Acquisition will allow the Group to broaden its presence and
product offering in the financial services sector, specifically within the
foreign exchange market. Within the European Economic Area, there are multiple
other countries which have not adopted the Euro. Hence, there is a large
potential market of SMEs that need foreign exchange hedging services and the
Group will consider opportunities to enter those markets, subject to obtaining
any relevant licences.

 

Talent Acquisition:

Everfex is managed and staffed by a team of experienced sales professionals
whose specialised trading and client management skills will strengthen the
Group's service capabilities and operational efficiency. Furthermore, the
wider Group should benefit from additional local technical resources and a
talent pool of Polish software developers, who make up a quarter of the total
European software developer talent pool.

 

Diversification:

By diversifying the Group's business and product portfolio with the inclusion
of a profitable foreign exchange brokerage, the Group will reduce its reliance
on current market BaaS and retail banking segments and geographical exposure
to the UK, thereby diversifying risk and enhancing overall financial
stability.

 

Additional Technology Sales:

The acquisition of Everfex and the integration of its sales resources should
enhance the Group's technology sales capabilities and geographical reach,
particularly for the Plugin Overdraft® platform or BaaS sales. By integrating
Everfex's resources and expertise, the Company expects the Group's ability to
identify and follow up opportunities will enhance the potential to distribute
the Plugin Overdraft® platform and BaaS technologies across Europe through
sales partnerships.

 

INFORMATION ON 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
transferred Everfex to Granicus Holdings, which entity has entered into the
Acquisition Agreement for the sale of Everfex to the Company.

Market Position and Competition

Everfex's primary competitors are Polish banks, which offer currency hedging
to large corporations via the interbank market. Today, Poland hosts 29
commercial banks, 491 cooperative banks, and 34 branches of foreign banks and
credit institutions. While commercial banks predominantly serve large local
corporations, Everfex targets the underserved Polish SME sector. Everfex
distinguishes itself by offering SMEs competitive foreign exchange spreads,
greater flexibility, and swift responsiveness to client needs. Everfex
currently operates as an unregulated business in accordance with certain
exemptions under Polish financial services regulations and MiFID II. Whilst
Everfex has experienced good traction and recent growth in the SME market, it
intends to broaden its service offering into regulated foreign exchange
payment services. As part of this service offering expansion, Everfex is
considering obtaining the necessary licences, in order to enable it to provide
additional brokerage and payments services.

Economic Context and Opportunities

The Polish economy is increasingly integrating into the global market,
evidenced by a rising export-to-GDP ratio, which grew from 46.0% in 2013 to
52.3% in 2024 with a high of 62.4% of GDP in 2022, consistently exceeding 50%
since 2016. Similarly, the import-to-domestic demand ratio has been close to
or exceeded 50% since 2017, reaching 60.7% in 2022 and comprising 48.3% of GDP
in 2024, up from 45.1% in 2015. These trends highlight the rapid globalisation
of the Polish economy. Everfex aims to capitalise on this trajectory and
position itself as the preferred partner for SMEs seeking currency risk
management solutions.

Corporate Developments

Under the leadership of Karol Oleksa, Everfex has successfully implemented its
strategic plans, achieved profitability and built a substantial sales
pipeline, although margin capital constraints have limited growth. Everfex
focuses exclusively on offering currency risk management services to Polish
import and export companies.

Milestones and Achievements in 2024

1.         The business achieved the first profitable full operational
year with an unaudited operating profit of c. PLN 6.57 million for the
period from 1 January 2024 to 31 December 2024.

2.         There was growth of over 1,300% in the total number of SME
clients profits for the period from 1 January 2024 to 31 December 2024, with
approximately 2,300 new clients gained in 2024, giving a total number of
Everfex clients at the year end of approximately 2,500.

Everfex Growth Strategy

Everfex has identified three key areas of its growth strategy: organic growth,
product diversification, and geographical expansion.

•          Margin capital limitations: The growth of the foreign
exchange brokerage business has been constrained by working capital
limitations. Becoming part of the Enlarged Group (comprising the Company and
its current group and Everfex following completion of the Proposed
Acquisition) is intended to help address this growth capital issue, allowing
the business to grow organically.

•          Product diversification: Everfex has recently entered
into a subcontractor BaaS partnership agreement with a European Central
Bank-licensed bank supervised by the Bank of Belgium, which has a branch bank
licence in Poland.

•          Geographical Expansion: Subject to the availability of
working capital and regulatory licences, Everfex will seek to extend its
operations organically in the next 24 months beyond Poland, likely first
expanding to Hungary, Romania, and/or Bulgaria.

Everfex's product mix will remain consistent in the short to medium term,
focusing on spot, forward, and swap transactions, complemented by trade
finance and other cross-sell opportunities, as appropriate.

SUMMARY FINANCIAL INFORMATION ON EVERFEX

Due to the acquisition of the business, trade and certain assets and
liabilities of Stały Kurs by Everfex on 1 January 2025 there is no formal
historical financial information to be presented on Staly Kurs, for the three
years ended 31 December 2024, as that corporate entity was not acquired by
Everfex.

For the year ended 31 December 2024, the Stały Kurs business delivered
unaudited revenue of PLN9.33 million (2023: PLN4.32 million), unaudited
operating profit of PLN6.57 million (2023:PLN(2.11 million)) and had unaudited
total equity and liabilities of PLN(2.23 million) (2023: PLN(6.15 million)).

At 31 December 2024, the Stały Kurs business had c. 2,500 clients,
representing an increase of c.2,300 compared to 31 December 2023.

On 1 January 2025 Everfex purchased certain trade, assets and liabilities,
including the trading name of the Stały Kurs business for a purchase
consideration PLN100,000. The total net assets acquired, at book cost (which
equates to fair value), was PLN6,058,693.

In the four months ended 30 April 2025, Everfex delivered unaudited revenue
of PLN6,194,246 and made a profit before tax of PLN3,147,690.

SUMMARY FINANCIAL INFORMATION ON FIINU

During 2022, the Fiinu acquisition, which constituted a reverse takeover of
the Company under the AIM Rules, was completed and the enlarged issued share
capital re-admitted to trading on AIM. As part of the 2022 transaction
Immediate Acquisition plc acquired Fiinu Holdings Limited's entire issued
share capital for an aggregate total consideration of approximately
£37.5 million, which was satisfied through the issue of consideration shares
to the shareholders of Fiinu.

Group statement of comprehensive income

                                                 12 months ended 31 December 2024    12 months ended 31 December 2023    9 months ended 31 December 2022

£
£
£
 Administrative expenses                         (700,645)                           (7,233,494)                         (8,218,903)
 Operating loss                                  (700,645)                           (7,223,494)                         (8,218,903)
 Loss before taxation                            (700,068)                           (8,333,688)                         (8,217,277)
 Loss and total comprehensive loss for the year  (700,068)                           (8,317,531)                         (7,839,398)

 

The Company's unaudited cash figure as at 30 June 2025 was £643,490.

During February 2025, Fiinu raised gross proceeds of £1.25 million through
the issue of 12,500,000 new Ordinary Shares at a price of 10 pence per share,
in response to market demand. During 2024 the Company applied to HMRC for
R&D tax credits and the Company has subsequently received tax credits of
c.£511,000 in respect of the year ending 31 December 2023.

CURRENT TRADING OF THE ENLARGED GROUP

The Company published its Annual Report and Accounts for the year ended
31 December 2024 on 23 May 2025, which explained that "2024 was a year of
strategic transformation for Fiinu", following on from the Board's decision in
2023 to return its UK banking licence, and to shift towards a leaner,
tech-focused model to preserve cash and seek white-label customers for its
Plugin(®) Overdraft product. As a consequence, in January 2025, Fiinu signed
non-binding heads of terms with a UK bank for a white-label version of Fiinu's
Plugin(®) Overdraft product, the first such agreement with a third party,
which is expected to launch in Q4 of 2025. At the same time, the Company has
continued to seek out other such opportunities whilst working on the proposed
acquisition of Everfex.

Since 1 January 2025, when Everfex completed the acquisition of the trade,
business, assets and certain liabilities of Stały Kurs, the Everfex business
has seen a period of significant increase in revenue, client numbers and
transactions values in the first four months of 2025. These trends have
carried through into the middle of the year and the Directors believe that the
progress made in the first four months in gaining new accounts and increasing
trade will be consolidated and maintained until the end of the financial year
in December 2025.

Further trading updates will be announced as appropriate, including with
Fiinu's half year results, for the six months to 30 June 2025, which will be
published in September 2025.

STRATEGY OF THE ENLARGED GROUP

The strategy of the Enlarged Group will, in the short-term following
completion of the Proposed Acquisition, comprise the following:

•          broadening the Group's presence and product offering in
the financial services sector, specifically within the foreign exchange
market, and enhancing Everfex's market and product penetration in this segment
and strengthening its competitive position by seeking expansion into Eastern
Europe;

•          expanding the Enlarged Group's foreign exchange services
which may include trading, clearing, settlement, and comprehensive retail and
SME banking services, by way of appropriate licences or sales partnership
agreements. The Company anticipates that such expansion would begin with
Poland, where Everfex currently operates and which is one of the fastest
growing economies in Europe;

•          enhancing the Group's technology sales capabilities and
geographical reach, particularly for the Plugin Overdraft® platform or BaaS
sales;

•          enhancing the Enlarged Group's product suite by
promoting the Group's Plugin Overdraft® platform alongside Everfex's existing
services, with a view to delivering comprehensive BaaS solutions that meet the
evolving needs of retail, SME and institutional clients;

•          building on the combined business networks of the
Enlarged Group, to establish strategic partnerships to promote its service
offerings and market reach, particularly in the Eastern European market;

•          leveraging the Group's AI capabilities alongside
Everfex's technology, in order to increase innovation, improve operational
efficiency, and ultimately to deliver superior user experiences for customers
of the Enlarged Group.

On a medium-to long-term basis, the strategy of the Enlarged Group will be as
follows:

•          subject to obtaining the necessary financing and
regulatory approval from the PRA, to utilise the Group's technology,
intellectual property, infrastructure and regulatory documentation to obtain a
full UK deposit taking licence from the PRA, and ultimately to offer the
Plugin Overdraft® product directly to UK customers;

•          partner with or make complementary acquisitions of other
European fintech and/or financial services businesses, that will grow the
customer base and/or the product portfolio;

•          subject to obtaining the necessary financing and
regulatory approvals and licenses, where appropriate, in the relevant
jurisdictions, to develop an international fintech banking and brokerage
business encompassing trading, clearing, settlement, and comprehensive retail
and SME banking services.

 

DIRECTORS, PROPOSED DIRECTORS AND KEY MANAGEMENT

Brief biographical details of the Existing Directors, Proposed Directors and
senior management are set out below:

Existing Directors

David Hopton - Chairman (aged 75)

David is an experienced Board member with over 40 years experience in
financial services. He is a former banker and regulator with extensive
knowledge of financial services and governance. Prior to Fiinu, David's
experience includes seventeen years at the Bank of England, twenty-two years
in Senior Management teams in the UK banking industry and 12 years as a
Non-Executive Director and External Adviser.

As a central banker, David was involved in research, policy, regulation, money
and government bond markets, industrial finance and industrial relations,
including two years at the Bank of International Settlement in Basel, as
Secretariat to the G10 Governors Committee.

At Abbey National / Santander, David was the Deputy Head of Santander Global
Banking and Markets UK, and a member of Santander UK senior management team.
David was a member of ALCO, Risk and Executive Committees. David was
responsible for a Short-Term Markets trading profit centre and for the
management of short-term liquidity.

After retiring from executive management, David was appointed as an iNED for
Punjab National Bank International Limited (PNBIL), a retail bank catering
specifically to the needs of Indian communities in the UK, where as well as
being Senior Independent Director David served as the Chair of Management
Committee of Board and Chair of Board Risk Committee. David was also a member
of the Audit and Compliance Committee and Nomination and Remuneration
Committee. David also served as an iNED at Masthaven Bank in the UK.

Dr Marko Sjoblom - CEO (aged 54)

Marko is a successful second-time entrepreneur and the Founder of Fiinu. He is
a former elite athlete with a doctorate in artificial intelligence and
unbundling banking services. His fintech experience includes over 20 years on
Wall Street and in the City of London including ten years with leading
banking, treasury, risk and payments companies. He has served as a treasury
steering committee member at four DAX-30 companies.

Prior to Fiinu, Marko founded one of the largest overdraft-style lenders in
the UK which developed a fully automated software robot that lent and
recovered over $1 billion in small increments in the UK without reliance on
credit bureau data. His previous business was independently valued at
$171 million after five years.

Prior to becoming an entrepreneur, Marko was a sales director at Reval, a Wall
Street based hedge accounting and quant risk modelling platform. The company
was acquired by Carlyle Group, through a $280 million leveraged buyout. Marko
was a director at Kyriba, an in-house bank and payment factory SaaS platform
which became a unicorn after receiving a $160 million investment from
Bridgepoint Capital. Marko was also with Trema for six years, helping large
incumbent banks and corporate treasuries to manage their risk through
straight-through-process automation. The company was acquired by Warburg
Pincus, through a $150 million leveraged buyout in 2006 and later by ION
Group.

Simon Leathers - Senior Independent Non-Executive Director (aged 50)

Simon is a Senior Corporate Finance / Capital Markets professional with over
20 years of experience advising and executing a wide range of corporate
finance transactions, with roles including Main Market Sponsor, AIM NOMAD and
Takeover Code (Rule 3) adviser. An agile and highly commercial PwC trained
FCA and Chartered MCSI with a broad range of public and private company
corporate finance experience across a range of industry sectors, most notably
the IT and natural resource sectors.

At Fiinu, Simon brings his experience in the finance and capital markets
sector to Fiinu PLC as an iNED, having previously fulfilled the same role
with Immedia Group PLC.

Outside of Fiinu, Simon works as the Finance Director of Oxford Nanoimaging
Limited, a super resolution microscopy company. Prior to moving into industry
in 2019, Simon provided PLC and Lead Advisory services with BDO LLP, an
international accountancy and business advisory firm, and several Equity
Capital Market brokerages. During this time Simon acted as an AIM nominated
adviser for over seven years and an LSE Main Market Sponsor for over three
years. Through his various roles, Simon has regularly advised company boards
on capital markets and corporate action matters.

Dr Feyzullah Egriboyun - Chief Financial Officer (aged 53)* (#_ftn1)

Feyz is a finance professional with 25+ years of experience in international
finance. He has broad knowledge of quantitative finance, capital markets,
treasury, financial institutions, investor relations, retail banking, Islamic
banking, and digital banking.

Feyz started his career as a Quantitative Analyst at Credit Suisse First
Boston in NY City. Having worked at various international investment banks in
NYC, he later moved to London to continue his career in banking. After
spending some time in his native Turkey as a finance professor and a bank
executive, Feyz moved back to London and has been a Finance leader at various
institutions. He played an instrumental role in creating a digital retail bank
project, helping the organisation get a deposit-taking bank licence from the
Bank of England regulators, the PRA and the FCA. He has also taught finance
and banking at different institutions.

Trained as an engineer and mathematician at Bogazici University of Turkey,
Feyz brings a blend of technical and financial expertise to his roles. He
received his MS and PhD degrees in Mathematical Finance from Carnegie Mellon
University in the US. Apart from his academic degrees, he is a CIMA-qualified
management accountant and holds an FRM (Financial Risk Manager) designation by
the GARP (Global Association of Risk Professionals). Equally adept at creating
a complex Excel model, writing Python code snippets when necessary, or
presenting finance strategy in boardrooms, Feyz is a hands-on finance leader
with a deep understanding of different aspects of finance.

Feyz is a global citizen, having citizenship in the United States, the United
Kingdom, and Turkey. This international background has shaped his perspective
and given him a deep understanding of different cultures and business
environments.

*Dr Egriboyun has served notice to the Company today that he intends to leave
the Company, to move to the USA for family reasons, with effect from 22 August
2025. The search for a replacement CFO 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, supported by Simon Leathers,
who is Chair of the Audit Committee. Dr Egriboyun has also agreed to work with
the Board to ensure an orderly handover.

Proposed Directors

Mark Andrew Wallace - Independent Non-Executive Director (aged 66)

Mark is the founder and Managing Partner of MWRS, Switzerland, a risk and
business services advisory company with an international client base. He is a
senior risk and board executive with extensive strategy and turnaround
experience in a Tier 1 Investment Banking and Hedge Fund environment. He has a
strong track record in enhancing profitability, executing significant risk and
operational turnarounds, managing hostile, forensic regulatory investigations,
and delivering low-cost operations in Investment Banking and Asset Management
environments. Mark has extensive M&A experience and has led numerous due
diligence acquisition, divestment and integration assignments.

Prior to founding MWRS, Mr. Wallace was head of risk for Credit Suisse's
Asset Management Division. Previously, he was at UBS Global Asset Management,
where he most recently served as Chief Operating Officer, managing the back
and middle office functions for UBS's asset management operation and acting as
Chairman of UBS O'Connor's alternative and quantitative businesses in London.
Prior to this role, Mark was Chief Risk Officer for UBS Investment Bank and,
since October 1994, headed the Risk Control function. Mark joined the then
Swiss Bank Corporation in January 1991, at the time of the joint venture with
O'Connor, and was instrumental in establishing the Market Risk Control
function in the Investment Bank. Prior to joining UBS, Mark held various posts
at HSBC Group, encompassing audit, risk control and corporate finance. Mark
has served 9 years on the Global Association of Risk Professionals (GARP)
Board of Trustees and continues supporting GARP on key strategic initiatives.

Since 2019, Mark has been making private equity investments and helping
start-up companies in the fintech arena gain traction and grow. He is a
Chartered Accountant and a Chartered Tax Adviser. He holds a BSc in Economics
from the London School of Economics. Mark was the GARP Risk Manager of the
Year 2002.

Sami Sebastian Kalliola - Chief Strategy Officer (aged 54)

Sami Kalliola has 20 years of experience in senior management and C-level
positions in B2B and B2C, including 15 M&As. He has empirical experience
in business development and strategy and proven skills internationally across
different industries, such as Fintech, Telecom and EduTech.

Alongside his role at Fiinu, Sami is a part-time Managing Director of
Sandermoen AG, a family office in Switzerland. His previous positions include
board member at the University of Fredericton in Canada and senior leader at
Multitude Group, Swissphone Carrier AG, Visko Teepak Deutschland GmbH,
Investis Life Oy & AG, Oy Eniro Finland AB, and Elisa & Saunalahti.
He has been the main negotiator and sell-side co-owner of multi-million EUR
exit transactions in the Baltics, Finland, and Canada and a Board member in
three financially licensed entities (Asia, India, and Africa). He also has
experience in unsecured loan portfolio ownership in the Americas, Africa, Asia
and Russia. He studied business economics at Svenska Handelsläroverket in
Finland, majoring in foreign trade.

Senior Management

Karol ("Charlie") Aleksander Oleksa - Chief Executive Officer of Everfex

Charlie is a successful entrepreneur and co-founder of Stały Kurs,
specialising in currency risk management and financial solutions for
international trade. With a strong foundation in mathematics and finance and
certifications as a Securities Broker and Certified International Investment
Analyst (CIIA), Charlie combines technical expertise with strategic vision.

Since taking over the company's day-to-day management as the Chief Executive
two years ago, Charlie has achieved remarkable turnaround and success,
including, but not limited to, client volume growth to over 2,000 registered
clients and over $320 million in credit limits issued. Under his management,
the business has settled over $1 billion in transactions and turned from a
loss-making company into a profitable one with a net profit of about
$0.65 million in 2024.

Before founding Stały Kurs, Charlie was a two-time Polish golf champion and
competed in golf Mini-Tours across the EU. He leveraged his discipline and
analytical mindset to build a transformative business in the financial
services sector. Charlie graduated from Queen Mary University of London in
Mathematics.

Michael Hopton - Chief Operating Officer

Michael is a seasoned banking Chief Operating Officer with over two decades of
experience spanning sales, risk management, operations, and technology across
leading global financial institutions.

His early career included roles at Citigroup, Société Générale, and
Barclays Capital, where he worked across capital markets in sales and
operations. In the latter half, he held senior Financial Markets COO positions
at Standard Chartered, where he led global operational teams, supporting
corporate and institutional clients. He also spearheaded initiatives in sales
strategy and analytics, digital transformation, and major regulatory and
technology change programs.

With a degree in Molecular Cell Biology and a Master's in Business from the
University of Nottingham, he brings a strong analytical mindset and a passion
for innovation.

Michael Hopton joined the Group in July 2025.

 

 

~ ENDS ~

 

(#_ftnref1)

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCUPUQWRUPAGAQ