Result of General Meeting
01/07/2022 11:02
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RNS Number : 0227R Immediate Acquisition PLC 01 July 2022
1 July 2022
Immediate Acquisition Plc
("IME", the "Group" or the "Company")
Result of General Meeting
Proposed acquisition of Fiinu Holdings Limited
The Directors of Immediate Acquisition Plc (AIM: IME) are pleased to announce
that, further to the announcement on 15 June 2022, at a General Meeting ("GM")
held earlier today, Resolutions 1 to 4 and Resolution 6 were all duly approved
by shareholders by way of a poll. The Directors decided to withdraw Resolution
5 and it was not voted on at the Meeting.
Acquisition of Fiinu Holdings Limited
At today's GM, shareholders approved the acquisition of Fiinu Holdings Limited
("Fiinu Holdings") (the "Acquisition"), a fintech company and creator of the
Plugin Overdraft®, which is classified as a reverse takeover under AIM Rule
14. The Acquisition remains conditional upon Fiinu Holdings' subsidiary,
Fiinu 2 Ltd ("Fiinu 2"), receiving confirmation of its Part 4A deposit taking
licence ("Banking Licence") from the Prudential Regulation Authority, with the
consent of the Financial Conduct Authority, and completion of the Acquisition
Agreements and Placing Agreement. Further details are set out in the Company's
Admission Document dated 15 June 2022 (the "Admission Document").
Confirmation of the Banking Licence is expected shortly and will take place
prior to Admission, at which time the Acquisition, and the Placing Agreement,
will complete.
As such, it is expected that the readmission of the Enlarged Issued Ordinary
Share Capital to trading on AIM ("Admission") will take place at 8.00 a.m. on
8 July 2022.
Proposed change of name and TIDM
At today's GM, the Directors decided to withdraw Resolution 5, which proposed
to change the name of the Company from Immediate Acquisition Plc to Fiinu
Group Plc. The Company now plans to change the name of the Company to "Fiinu
Plc" after Admission. This name change will need to be registered at
Companies House before it becomes effective at the London Stock Exchange.
At Admission, the Company's TIDM will change to "BANK".
The timetable of principal events is set out below.
Unless stated otherwise, defined terms used in this announcement have the same
meaning as given to them in the Admission Document, which is available to
download from the Company's website at www.imeplc.com (http://www.imeplc.com)
.
Further announcements will be made as appropriate.
For further information please contact:
Immediate Acquisition Plc Tel: +44 (0) 203 515 0233
Tim Hipperson, Non-executive Chairman
Simon Leathers, Non-executive Director
SPARK Advisory Partners Limited (Nomad) Tel: +44 (0) 203 368 3550
Mark Brady
Neil Baldwin
SP Angel Corporate Finance LLP (Broker) Tel: +44 (0) 207 470 0470
Abigail Wayne
Matthew Johnson
Buchanan Communications Tel: +44 (0) 207 466 5000
Chris Lane / Kim van Beeck / Jack Devoy
Information on Immediate Acquisition plc
In May 2022 IME disposed of its main trading subsidiary and adopted a capital
growth strategy through the monetisation of its remaining investments, and the
pursuit of an acquisition of a company in the technology or fintech sectors.
Information on Fiinu
Fiinu Holdings, founded in 2017, is a technology platform and provider of
consumer banking products.
Fiinu is comprised of two innovative businesses: Fiinu 2, which is in the
final stages of obtaining Part 4A Permission from the UK regulators and will
offer the group's flagship product, the Plugin Overdraft®, and Fiinu Ltd, a
provider of financial technology and alternative data solutions.
Fiinu's Plugin Overdraft® is an unbundled overdraft solution, whereby Fiinu
can provide its customers with an overdraft facility without them having to
switch their current account with their present bank, giving customers access
to affordable credit. Importantly, an overdraft does not negatively impact a
consumer's credit score and helps avoid expensive "payday lenders", giving
consumers the opportunity to build their credit rating.
Fiinu Ltd is the group's technology arm which will manage and develop the
group's platform utilising data insights and analytics.
Results of the Poll
Details of the results of the poll are given below. Resolutions 1 to 3 were
proposed as ordinary resolutions and resolutions 4 and 6 as special
resolutions.
Resolution Votes For % of Votes Votes Against % of Votes Votes Withheld Votes Total
1. To approve the grant of a waiver by the Panel of any obligation under Rule 4,380,791 99.64% 1,320 0.03% 14,544 4,396,655
9 of the City Code for the members of the Concert Party to make a general
offer for the Company as a result of the issue to the Concert Party of the
Consideration Shares
2. To approve the acquisition by the Company of the entire issued share 8,994,293 99.97% 1,320 0.01% 1,042 8,996,655
capital of Finnu Holdings Limited
3. To allot Ordinary Shares 8,994,293 99.97% 1,320 0.01% 1,042 8,996,655
4. To disapply pre-emption rights in connection with allotments of Ordinary 8,980,791 99.82% 1,320 0.01% 14,544 8,996,655
Shares
5. Withdrawn N/A N/A N/A N/A N/A N/A
6. To adopt new Articles of Association 8,994,293 99.97% 1,320 0.01% 1,042 8,996,655
Expected Timetable of Principal Events
Publication of the Admission Document 15 June 2022
Latest time and date for receipt of CREST voting intentions 29 June 2022
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 29 June 2022
Time and date of the General Meeting 10.00 a.m. on 1 July 2022
Expected date of confirmation of Banking Licence to Fiinu 2 by FCA & PRA anticipated within five Business
Days of the date of the General
Meeting
Expected completion of Acquisition, issue of the New Ordinary anticipated to be 8.00 a.m. on or
Shares, re-admission of the Enlarged Issued Share Capital and about the Business Day following
commencement of dealings on AIM confirmation of the Banking
Licence
Expected date for New Ordinary Shares to be credited to CREST accounts anticipated to be 8.00 a.m. on or
about the Business Day following
confirmation of the Banking
Licence
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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