REG - Finseta PLC - Launch of Retail Offer

FinsetaAnnouncement

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RNS Number : 2848A  Finseta PLC  14 April 2026

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE
TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
FINSETA PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY BY SUCH
PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY
SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF
FINSETA PLC.

14 April 2026

 

Finseta plc

("Finseta", the "Company" or the "Group")

 

Proposed Retail Offer to raise up to £0.1 million

 

Finseta (AIM: FIN), a foreign exchange and payments solutions company offering
multi-currency accounts to businesses and individuals through its proprietary
technology platform, is pleased to announce a retail offer via the BookBuild
Platform (the "Retail Offer") of new ordinary shares of one penny each in the
capital of the Company ("Ordinary Shares") to raise gross proceeds of up to
£0.1 million. Pursuant to the Retail Offer, up to 1,176,470 new Ordinary
Shares (the "Retail Offer Shares") will be made available at a price of 8.5
pence per Retail Offer Share (the "Issue Price").

 

In addition to the Retail Offer, and as announced by the Company earlier
today, the Company is conducting a placing of new Ordinary Shares (the
"Placing Shares") at the Issue Price to raise approximately £0.71 million
(before expenses) (the "Placing"). The Company has conditionally raised a
further £0.15 million (before expenses) by way of a Subscription, comprising
the issue of 1,723,818 subscription shares at the Issue Price ("Subscription
Shares") (together with the Retail Offer Shares and the Placing Shares, the
"Fundraising Shares"). The proceeds of the Retail Offer will be utilised in
the same way as the proceeds of the Placing and Subscription, as set out in
the separate announcement of the Placing and Subscription and its terms
released by the Company at 7.00 a.m. on 14 April 2026 (the "Fundraising
Announcement").

 

For the avoidance of doubt, the Retail Offer is separate from, and does not
form part of, the Placing and Subscription. Completion of the Placing and
Subscription is not conditional on the completion of the Retail Offer but
completion of the Retail Offer is conditional, inter alia, upon the completion
of the Placing and Subscription and the Fundraising Shares being admitted to
trading on the AIM market ("AIM") operated by London Stock Exchange plc (the
"London Stock Exchange") ("Admission"). The Retail Offer Shares are expected
to be admitted to trading on AIM at 8.00 a.m. on or around 20 April 2026.

 

Expected timetable in relation to the Retail Offer

 

                                                                           2026
 Retail Offer opens                                                        07:05 on 14 April
 Latest time and date for commitments under the Retail Offer               16:30 on 16 April
 Results of the Retail Offer announced                                     07:00 on 17 April
 Admission and commencement of dealings in the Retail Offer Shares on AIM  08:00 on 20 April

 

The dates and times set out in the above timetable are indicative only and may
be subject to change. Any changes to the expected timetable set out above will
be notified by the Company by announcement via a Regulatory Information
Service (as defined in the AIM Rules for Companies published by the London
Stock Exchange (as amended from time to time)). References to times are to
London times.

 

Dealing codes

 

 Ticker                         FIN
 ISIN for the Ordinary Shares   GB00BNG7CD28
 SEDOL for the Ordinary Shares  BNG7CD2

 

Retail Offer

 

The Company values its retail shareholder base, which has supported the
Company for many years. Given the support of retail shareholders, the Company
believes that it is appropriate to provide its eligible shareholders in the
United Kingdom the opportunity to participate in the Retail Offer. The Company
is therefore making the Retail Offer available in the United Kingdom through
the Intermediaries (defined below) which will be listed, subject to certain
access restrictions, on the following website:

 

https://www.bookbuild.live/deals/L18ZKQ/authorised-intermediaries
(https://www.bookbuild.live/deals/L18ZKQ/authorised-intermediaries)

 

Shore Capital Stockbrokers Limited ("Shore Capital") will be acting as retail
offer coordinator in relation to the Retail Offer (the "Retail Offer
Coordinator").

 

Existing retail shareholders in the Company can contact their broker or wealth
manager ("Intermediary" and "Intermediaries" shall be construed accordingly)
to participate in the Retail Offer. In order to participate in the Retail
Offer, each Intermediary must be on-boarded onto the BookBuild Platform and
agree to the final terms and the retail offer terms and conditions, which
regulate, amongst other things, the conduct of the Retail Offer on market
standard terms and provide for the payment of commission to any Intermediary
that elects to receive a commission and/or fee (to the extent permitted by the
FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the
Company).

 

Any expenses incurred by any Intermediary are for its own account. Investors
should confirm separately with any Intermediary whether there are any
commissions, fees or expenses that will be applied by such Intermediary in
connection with any application made through that Intermediary pursuant to the
Retail Offer.

 

The Retail Offer will be open to eligible investors in the United Kingdom from
07.05 a.m. on 14 April 2026. The Retail Offer is expected to close at 4.30
p.m. on 16 April 2026. Investors should note that Intermediaries may have
earlier closing times. The Retail Offer may close early if it is
oversubscribed.

 

If any Intermediary has any questions about how to participate in the Retail
Offer on behalf of existing retail shareholders, please contact the BookBuild
Platform at email: support@bookbuild.live.

 

The Retail Offer, the subject of this announcement, is and will, at all times,
only be made to, directed at, and may only be acted upon by, those persons who
are, existing shareholders in the Company. To be eligible to participate in
the Retail Offer, applicants must meet the following criteria before they can
submit an order for Retail Offer Shares: (i) be a customer of one of the
participating Intermediaries listed on the above website; (ii) be resident in
the United Kingdom; and (iii) be a shareholder in the Company (which may
include individuals aged 18 years or over, companies and other bodies
corporate, partnerships, trusts, associations and other unincorporated
organisations and includes persons who hold their shares in the Company
directly or indirectly through a participating Intermediary). For the
avoidance of doubt, persons who (a) only hold CFDs, spreadbets and/or similar
derivative instruments in relation to shares in the Company, or (b) are not
existing shareholders in the Company, are not eligible to participate in the
Retail Offer.

 

The Company reserves the right to scale back any order at its discretion. The
Company reserves the right to reject any application for subscription under
the Retail Offer without giving any reason for such rejection.

 

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an Intermediary, it cannot be withdrawn.

 

The Retail Offer Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing Ordinary Shares including
the right to receive all dividends and other distributions declared, made or
paid after their date of issue.

 

The Retail Offer is offered in the United Kingdom under an exemption from the
prohibition of public offers specified in Part 1 of Schedule 1 of the Public
Offers and Admissions to Trading Regulations 2024 and under an exemption from
the requirement to publish a prospectus in the Prospectus Rules: Admission to
Trading on a Regulated Market sourcebook of the FCA.

 

The Retail Offer is not being made (i) into any jurisdiction other than the
United Kingdom or (ii) to US Persons (as defined in Regulation S of the US
Securities Act 1933, as amended).

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority (the
"FCA") (or any other authority) in relation to the Retail Offer, and
investors' commitments will be made solely on the basis of the information
contained in this announcement and information that has been published by or
on behalf of the Company prior to the date of this announcement by
notification to a Regulatory Information Service in accordance with the FCA's
Disclosure Guidance and Transparency Rules and MAR.

 

There is a minimum subscription of £100.00 per investor under the terms of
the Retail Offer which is open to investors in the United Kingdom subscribing
via the Intermediaries which will be listed, subject to certain access
restrictions, on the following website:

 

https://www.bookbuild.live/deals/L18ZKQ/authorised-intermediaries
(https://www.bookbuild.live/deals/L18ZKQ/authorised-intermediaries)

 

Subject as stated above, there is no maximum application amount to apply in
the Retail Offer. The terms and conditions on which investors subscribe will
be provided by the relevant Intermediaries including relevant commission or
fee charges.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for Retail Offer Shares and an
investment in the Company carries a number of risks. Investors should take
independent advice from a person experienced in advising on investment in
securities such as the Retail Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

Enquiries

 

 Finseta plc                                                             +44 (0)203 971 4865
 James Hickman, Chief Executive Officer

 Andrew Richards, Chief Financial Officer

 Shore Capital (Nominated Adviser, Joint Broker and Joint Bookrunner)    +44 (0)207 408 4090
 Daniel Bush, Tom Knibbs

 Allenby Capital Limited (Joint Bookrunner)                              +44 (0)20 3328 5656

 Nick Naylor, Vivek Bhardwaj, Barnaby Stott

 Gracechurch Group (Financial PR)                                        +44 (0)204 582 3500
 Harry Chathli, Claire Norbury

 

About Finseta plc

 

Finseta plc (AIM: FIN) is a foreign exchange and payments company offering
multi-currency accounts and payment solutions to businesses and individuals.
Headquartered in the City of London, Finseta combines a proprietary technology
platform with a high level of personalised service to support clients with
payments in over 165 countries in 150 currencies. With a track record of over
15 years, Finseta has the expertise, experience and expanding global partner
network to be able to execute complex cross-border payments. It is fully
regulated, through its wholly-owned subsidiaries, by the Financial Conduct
Authority as an Electronic Money Institution; by the Financial Transactions
and Reports Analysis Centre of Canada as a Money Services Business; and by the
Dubai Financial Services Authority under a Category 3D licence.
www.finseta.com (http://www.finseta.com)

 

Important Notices

 

This announcement has been prepared by, and is the sole responsibility of, the
Company.

 

The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

 

The release, publication or distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States of America (including its territories and
possessions, any state of the United States of America and the District of
Columbia (the "United States" or "US")), Australia, Canada, New Zealand,
Japan, the Republic of South Africa, any member state of the EEA or any other
jurisdiction where to do so might constitute a violation of the relevant laws
or regulations of such jurisdiction.

 

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the Fundraising Shares is being made in the United States. The
Fundraising Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act ("Regulation S") to non-US persons (within the
meaning of Regulation S). In addition, the Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Fundraising Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States. This announcement is not an offer of
securities for sale into the United States. The securities referred to herein
have not been and will not be registered under the US Securities Act, and may
not be offered or sold in the United States, except pursuant to an applicable
exemption from registration. No public offering of securities is being made in
the United States.

 

The value of the Fundraising Shares and the income from them is not guaranteed
and can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

This announcement may contain forward-looking statements and the words
"expect", "anticipate", "intends", "plan", "estimate", "aim", "forecast",
"project" and similar expressions (or their negative) identify certain of
these forward-looking statements. The forward-looking statements in this
announcement are based on numerous assumptions and the Company's present and
future business strategies and the environment in which the Company expects to
operate in the future. Forward-looking statements involve inherent known and
unknown risks, uncertainties and contingencies because they relate to events
and depend on circumstances that may or may not occur in the future and may
cause the actual results, performance or achievements to be materially
different from those expressed or implied by such forward-looking statements.
These statements are not guarantees of future performance or the ability to
identify and consummate investments. Many of these risks and uncertainties
relate to factors that are beyond the Company's ability to control or estimate
precisely, such as future market conditions, currency fluctuations, the
behaviour of other market participants, the outcome of clinical trials, the
actions of regulators and other factors such as the Company's ability to
obtain financing, changes in the political, social and regulatory framework in
which the Company operates or in economic, technological or consumer trends or
conditions. Past performance should not be taken as an indication or guarantee
of future results, and no representation or warranty, express or implied, is
made regarding future performance. No person is under any obligation to update
or keep current the information contained in this announcement or to provide
the recipient of it with access to any additional relevant information.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Shore Capital, BookBuild or any of
their respective affiliates, accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or implied,
as to this announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to the Company or
associated companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss howsoever arising
from any use of the announcement or its contents or otherwise arising in
connection therewith. Shore Capital, BookBuild and their respective
affiliates, accordingly disclaim all and any liability whether arising in
tort, contract or otherwise which they might otherwise be found to have in
respect of this announcement or its contents or otherwise arising in
connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Fundraising Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

Shore Capital is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the Retail Offer or any
other transactions or arrangements described in this announcement and will not
be responsible to anyone other than the Company for providing the protections
afforded to its clients, nor for providing advice in connection with the
Retail Offer, Admission and the other arrangements referred to in this
announcement.

 

UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of investors
who meet the criteria of retail investors and investors who meet the criteria
of professional clients and eligible counterparties, each as defined in
paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all
permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Retail Offer Shares may decline and investors could lose all
or part of their investment; the Retail Offer Shares offer no guaranteed
income and no capital protection; and an investment in the Retail Offer Shares
is compatible only with investors who do not need a guaranteed income or
capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is without
prejudice to any contractual, legal or regulatory selling restrictions in
relation to the Retail Offer.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

 

EU Product Governance Requirements

 

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.

 

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.

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