Schedule One - Immediate Acquisition PLC
23/06/2022 07:00
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RNS Number : 8672P AIM 23 June 2022
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")
COMPANY NAME:
Immediate Acquisition plc ( "IME" or the "Company")
The Company is proposing to change its name to "Fiinu Group plc" upon
completion of a reverse takeover of Fiinu Holdings Limited ("Fiinu"),
together the Enlarged Group.
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
(INCLUDING POSTCODES) :
IME: c/o Charles Russell Speechlys LLP, 5 Fleet Place, London, England, EC4M
7RD
From Admission: Abbey House, Wellington Way, Brooklands Business Park,
Weybridge, Surrey, KT13 0TT
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.imeplc.com (http://www.imeplc.com) (at present)
www.fiinuplc.com (http://www.fiinuplc.com) (on Admission)
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS
SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
STATED:
IME has its shares admitted to trading on AIM and in May 2022 disposed of its
main trading subsidiary and became an AIM Rule 15 cash shell. Its main country
of operation is the United Kingdom.
Fiinu intends to be a provider of a consumer banking product, the Plugin
Overdraft ®, which is designed to provide customers with an overdraft
facility without having to change their current account or request an
overdraft from their existing bank. Fiinu's technology arm manages and
develops the platform, using open banking, and once the platform is fully
operational will also look to develop secondary revenue streams by licensing
Fiinu's intellectual property rights.
Fiinu has two subsidiaries - Fiinu 2 Ltd ("Fiinu 2") (to be renamed Fiinu Bank
Limited on Admission) and Fiinu Services Ltd (Fiinu Services"). Fiinu 2 was
issued an "authorised subject to capital" letter by the PRA in relation to its
application for a Part 4A deposit taking licence ("Banking Licence"). This
letter set out certain conditions to the confirmation of the Banking Licence,
principally relating to the PRA and FCA's confirmations of Fiinu 2's capital
adequacy - which will be satisfied by the proceeds of the fundraising and
IME's existing cash balance.
IME (to be renamed Fiinu Group plc) will be the issuer, with the current Fiinu
business acting as the sole operator. Following Admission, IME will own 100%
of Fiinu Holdings Limited which will have two subsidiaries - Fiinu Bank
Limited and Fiinu Services Limited.
The Admission is sought as a result of a reverse take-over under AIM Rule 14.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
and issue price to which it seeks admission and the number and type to be held
as treasury shares):
Ordinary Shares of £0.10 each comprising:
Existing IME shares 37,581,844
Consideration Shares 187,500,017
Placing Shares 40,050,000
Total 265,131,861
Pursuant to Rule 7, for the 12 months following Admission, the Directors,
Proposed Directors and other Applicable Employees, together with Petri Rahja
and Kindred Capital have signed Lock-in Agreements which prevent them from
disposing of any Ordinary Shares in the Company. This amounts to 153,850,150
Ordinary Shares representing c58 per cent. of the issued share capital of the
Company at Admission.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:
£8.01 million
Target market cap: c.£53m
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
58.0%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
(OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
None
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
first name by which each is known or including any other name by which each is
known):
Existing Directors
Timothy (Tim) Robert Hipperson - Non-Executive Chairman*
Mark Ian Horrocks - Non-Executive Director*
Simon Michael Leathers - Independent Non-Executive Director
On Admission the following individuals will be appointed to the Board:
David Hopton - Independent Non-Executive Chairman
Christopher (Chris) Francis Sweeney - Chief Executive Officer
Phillip Tansey - Chief Financial Officer
Dr Marko Petteri Sjoblom - Founder and Executive Director
Huw Alistair Evans - Independent Non-Executive Director
Joseph Jerry Liow Yune Loy - Independent Non-Executive Director
*resigning on Admission
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
name by which each is known or including any other name by which each is
known):
Shareholder Percentage Percentage
pre- Admission post-Admission
Mark Horrocks 23.60% 9.95%
Trevor (Bruno) Brookes 5.61% < 3%
HSBC James Capel as Principal 4.21% < 3%
Graeme Dickson 3.57% < 3%
Marko Sjoblom - 47.22%
Kindred Capital - 7.40%
Nikki and Jason Rush - 4.30%
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:
N/A
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December (Fiinu will change its accounting reference
date on or around admission).
(ii) For IME 31 December and incorporated by reference, for
Fiinu 31 March.
(iii) 6 months ending 30 June 2022 (by 30 September 2022); year
ending 31 December 2022 (by 30 June 2023) and 6 months ending 30 June 2023 (by
30 September 2023).
EXPECTED ADMISSION DATE:
8 July 2022
NAME AND ADDRESS OF NOMINATED ADVISER:
SPARK Advisory Partners Limited
5 St John's Lane
London
EC1M 4BH
NAME AND ADDRESS OF BROKER:
SP Angel Corporate Finance LLP
Prince Frederick House
35-39 Maddox St
London
W1S 2PP
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:
Copies of this document will be available free of charge to the public during
normal business hours on any day (Saturdays, Sundays and public holidays
excepted) at the offices of SPARK Advisory Partners, 5 St John's Lane, London,
EC1M 4BH in accordance with the AIM Rules. This document will also be
available for download from the Company's website at www.imeplc.com up to
Admission and at www.fiinuplc.com post Admission.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
The Enlarged Group will adopt the UK Corporate Governance Code, as published
by the Financial Reporting Council.
DATE OF NOTIFICATION:
23 June 2022
NEW/ UPDATE:
NEW
Pursuant to Rule 7, for the 12 months following Admission, the Directors,
Proposed Directors and other Applicable Employees, together with Petri Rahja
and Kindred Capital have signed Lock-in Agreements which prevent them from
disposing of any Ordinary Shares in the Company. This amounts to 153,850,150
Ordinary Shares representing c58 per cent. of the issued share capital of the
Company at Admission.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:
£8.01 million
Target market cap: c.£53m
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
58.0%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
(OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
None
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
first name by which each is known or including any other name by which each is
known):
Existing Directors
Timothy (Tim) Robert Hipperson - Non-Executive Chairman*
Mark Ian Horrocks - Non-Executive Director*
Simon Michael Leathers - Independent Non-Executive Director
On Admission the following individuals will be appointed to the Board:
David Hopton - Independent Non-Executive Chairman
Christopher (Chris) Francis Sweeney - Chief Executive Officer
Phillip Tansey - Chief Financial Officer
Dr Marko Petteri Sjoblom - Founder and Executive Director
Huw Alistair Evans - Independent Non-Executive Director
Joseph Jerry Liow Yune Loy - Independent Non-Executive Director
*resigning on Admission
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
name by which each is known or including any other name by which each is
known):
Shareholder Percentage Percentage
pre- Admission post-Admission
Mark Horrocks 23.60% 9.95%
Trevor (Bruno) Brookes 5.61% < 3%
HSBC James Capel as Principal 4.21% < 3%
Graeme Dickson 3.57% < 3%
Marko Sjoblom - 47.22%
Kindred Capital - 7.40%
Nikki and Jason Rush - 4.30%
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:
N/A
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December (Fiinu will change its accounting reference
date on or around admission).
(ii) For IME 31 December and incorporated by reference, for
Fiinu 31 March.
(iii) 6 months ending 30 June 2022 (by 30 September 2022); year
ending 31 December 2022 (by 30 June 2023) and 6 months ending 30 June 2023 (by
30 September 2023).
EXPECTED ADMISSION DATE:
8 July 2022
NAME AND ADDRESS OF NOMINATED ADVISER:
SPARK Advisory Partners Limited
5 St John's Lane
London
EC1M 4BH
NAME AND ADDRESS OF BROKER:
SP Angel Corporate Finance LLP
Prince Frederick House
35-39 Maddox St
London
W1S 2PP
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:
Copies of this document will be available free of charge to the public during
normal business hours on any day (Saturdays, Sundays and public holidays
excepted) at the offices of SPARK Advisory Partners, 5 St John's Lane, London,
EC1M 4BH in accordance with the AIM Rules. This document will also be
available for download from the Company's website at www.imeplc.com up to
Admission and at www.fiinuplc.com post Admission.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
The Enlarged Group will adopt the UK Corporate Governance Code, as published
by the Financial Reporting Council.
DATE OF NOTIFICATION:
23 June 2022
NEW/ UPDATE:
NEW
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