Update: proposed acquisition of Fiinu Holdings Ltd
15/06/2022 18:14
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RNS Number : 0515P Immediate Acquisition PLC 15 June 2022
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
Immediate Acquisition 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 Immediate
Acquisition 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.
15 June 2022
Immediate Acquisition Plc
("IME" or "the Group" or "the Company")
Update on the proposed acquisition of Fiinu Holdings Ltd
The Directors of Immediate Acquisition Plc (AIM: IME) are pleased to announce
that, further to the close of the accelerated bookbuild ("ABB") and temporary
suspension of trading announcement earlier today, the Company has now entered
into the Sale and Purchase Agreements for the proposed acquisition of Fiinu
Holdings Ltd ("Proposed Acquisition"), which constitutes a reverse takeover
under the AIM Rules. In addition it has entered into the Placing and Loan
Facility Agreement together with the Relationship and Lock in Agreements.
Details of all these agreements will be included in the Admission Document,
together with a Notice of a General Meeting which is to be convened to
approve, inter alia, the Proposed Acquisition, the Rule 9 waiver of the City
Code on Takeovers and Mergers, the Placing and the proposed change of name.
Loan Facility Agreement
The Company has entered into a £2.49 million loan facility agreement (the
"Loan Facility") with Dewscope Limited, a company controlled by Mark Horrocks,
a non-executive director of the Company. The Loan Facility is for two years,
unsecured and will attract interest at 12.5% on amounts drawn (paid monthly in
arrears). In addition, there is a 2% arrangement fee and a 3% drawdown fee
on each tranche (with a minimum tranche size of £250,000). The Loan Facility
will be utilised to provide additional working capital for the Enlarged Group.
The Loan Facility is a related party transaction for the purposes of the AIM
Rules. The Company's independent directors, being Tim Hipperson and Simon
Leathers, having consulted with the Company's nominated adviser SPARK Advisory
Partners Limited, consider that the terms of the Loan Facility are fair and
reasonable insofar as the Company's shareholders are concerned.
In addition, the Company sold its entire shareholding in Audioboom Group plc
shares yesterday for a consideration of approximately £0.95 million in cash.
The Admission Document, Notice of General Meeting and Form of Proxy are
expected to be published and posted to shareholders today.
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
Matthew Johnson
Abigail Wayne
Buchanan Communications Tel: +44 (0) 207 466 5000
Chris Lane / Kim van Beeck
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 for change of name to become effective Anticipated within five Business
Days of the General Meeting
Expected date of confirmation of Banking Licence to Fiinu by FCA & PRA anticipated within five Business
Days of the date of the General
Meeting
Expected completion of Acquisition of Fiinu, 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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