REG - Fiinu PLC - Update: proposed acquisition of Everfex and RPT

FiinuAnnouncement

07/08/2025 18:30

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RNS Number : 4983U  Fiinu PLC  07 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.

 

7 August 2025

 

Fiinu Plc

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

 

Update on the proposed acquisition of Everfex P.S.A. and Related Party
Transaction

 

The Directors of Fiinu plc (AIM: BANK) are pleased to announce that, further
to the temporary suspension of trading announcement earlier today, the Company
has now entered into the Acquisition Agreement for the proposed acquisition of
Everfex P.S.A ("Everfex") ("Proposed Acquisition"), which constitutes a
reverse takeover under AIM Rule 14.

In addition it has entered into the Introduction Agreement, Granicus Holdings
Relationship Agreement, Lock in Agreements and certain new service agreements
which include details of long-term incentive arrangements for the CEO and a
proposed director.  Fiinu has also entered into the Subscription Agreements
in respect of the conditional subscription for 8,010,000 new ordinary shares
at a price of 10p per share and received in aggregate £801,000 of
subscription proceeds thereunder. Details of all these agreements, which are
all conditional on Admission, will be included in the Admission Document,
together with a Notice of a General Meeting which is to be convened to approve
the Proposed Acquisition.

Related Party Transaction

The new service agreement and contract for services described in paragraph 8.1
of Part IX of the Admission Document and the long-term incentive arrangements
with Dr Sjoblom, as referred to in paragraph 20 of Part I of the Admission
Document, which are conditional on Admission, are related party transactions
for the purposes of the AIM Rules. The Company's independent directors, being
for this purpose all the Existing Directors other than Dr Sjoblom, having
consulted with the Company's nominated adviser SPARK Advisory Partners
Limited, consider that the terms of his new service agreement and that the
long-term incentive arrangements are fair and reasonable insofar as the
Company's shareholders are concerned.

The Admission Document, Notice of General Meeting and Form of Proxy are
expected to be published and posted to shareholders later today.

 

Further announcements will be made as appropriate.

 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 Investments 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 Raalte/Jamie Lester/Christine Webb

 

 

About Fiinu

 

Fiinu, founded in 2017, is a fintech group, that developed the Plugin
Overdraft® which is an unbundled overdraft solution that allows customers to
have an overdraft without changing their existing bank. The underlying Bank
Independent Overdraft® technology platform is bank agnostic, that therefore
enables it to serve all other banks' customers. Open Banking allows Fiinu's
Plugin Overdraft® to attach ("plugin") to the customer's existing bank
accounts, 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.fiinuplc.com (http://www.fiinuplc.com)

 

Expected Timetable of Principal Events

 Publication of the Admission Document                                            7 August 2025

 Latest time and date for receipt of CREST voting intentions                      11.00 a.m. 21 August 2025

 Latest time and date for receipt of Forms of Proxy                               11.00 a.m. 21 August 2025

 Time and date of the General Meeting                                             11.00 a.m. 26 August 2025

 Expected date of the completion of acquisition of Everfex, issue of              8.00 a.m. on 27 August 2025
 consideration shares and subscription shares ("the New Ordinary Shares"),
 re-admission of the enlarged issued share capital and commencement of dealings
 on AIM

 Expected date for New Ordinary Shares to be credited to CREST accounts           8.00 a.m. on 27 August 2025

 Despatch of definitive certificates for New Ordinary Shares                      within 14 days of Admission

 

All of the above timings refer to UK time. All future times and/or dates
referred to above are subject to change at the discretion of the Company and
SPARK.

 

Any changes to the above dates and times will be communicated by the Company
via RIS announcements.

 

 

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