REG - Finseta PLC - Result of Retail Offer

FinsetaAnnouncement

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RNS Number : 8375A  Finseta PLC  17 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE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.

 

17 April 2026

 

Finseta plc

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

 

Result of Retail Offer

 

Finseta (AIM: FIN), a foreign exchange and payments solutions company offering
multi-currency accounts to businesses and individuals through its proprietary
technology platform, announces that, following the closing of the Retail Offer
on the BookBuild platform on 16 April 2026, 799,087 Retail Offer Shares will
be issued at an issue price of 8.5 pence per Retail Offer Share.

 

Further to the Director and PDMR Subscription announcement on 14 April 2026,
James Hickman, CEO has elected to complete his subscription through the Retail
Offer. Accordingly, the Subscription (as defined in the Company's announcement
at 7:00 a.m. on 14 April 2026) now comprises the issue of 1,663,818 new
Ordinary Shares (the "Subscription Shares") at the Issue Price, and James
Hickman's subscription for 60,000 new Ordinary Shares is included within the
aggregate Retail Offer Shares to be issued, set out above.

 

In total, the aggregate gross proceeds raised from the Retail Offer together
with the Placing and Subscription announced by the Company on 14 April 2026 is
£0.9 million (the "Fundraise"), comprising the issue of 10,863,185 new
Ordinary Shares at the Issue Price.

 

Capitalised terms used in this announcement, unless otherwise defined in this
announcement, have the meaning given to them in the Retail Offer launch
announcement released by the Company at 7.05 a.m. on 14 April 2026. References
to times are to London times unless otherwise stated.

 

Admission, settlement and total voting rights

Application has been made for 10,863,185 new Ordinary Shares (comprising the
Retail Offer Shares, 8,400,280 new Ordinary shares issued pursuant to the
Placing and 1,663,818 new Ordinary Shares issued pursuant to the Subscription)
to be admitted to trading on AIM and it is expected that Admission in respect
of such shares will become effective at 8:00 a.m. on or around 20 April 2026.
The Fundraising Shares will rank pari passu with the existing Ordinary Shares.

Following Admission (as defined the Fundraising Announcement) in respect of
the Fundraising Shares, the total number of Ordinary Shares in issue will be
70,432,918. This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of the
Company under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.

 

The person responsible for arranging the release of this Announcement on
behalf of the Company is Andrew Richards, Chief Financial Officer of the
Company.

 

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").

 

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 Broker and 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 was 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 Fundraising 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 New 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 New 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 New 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 Stockbrokers Ltd ("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 Shares have
been subject to a product approval process, which has determined that the
Retail 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 Shares may decline and investors could lose all or
part of their investment; the Retail Shares offer no guaranteed income and no
capital protection; and an investment in the Retail 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 Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail 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 Shares have
been subject to a product approval process, which has determined that the
Retail 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 Shares may
decline and investors could lose all or part of their investment; the Retail
Shares offer no guaranteed income and no capital protection; and an investment
in the Retail 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 Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Retail Shares and
determining appropriate distribution channels.

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