REG - Finseta PLC - Variation of Loan Note Arrangements and TVR

FinsetaAnnouncement

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RNS Number : 3286H  Finseta PLC  13 November 2025

Certain information contained within this announcement is deemed by the
Company to constitute inside information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon
publication of this announcement, this information is now considered to be in
the public domain.

 

13 November 2025

 

Finseta plc

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

 

Variation of Loan Note & Incentivisation Arrangements

PDMR Dealings and Total Voting Rights

 

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 that it has entered into an
agreement to vary the terms of certain incentivisation and compensation
arrangements with, and the terms of a loan note (the "Loan Note") held by,
Robert O'Brien, Chief Commercial Officer.

 

Further to its announcements of 4 August 2022 and 8 March 2023, the Company
and Mr O'Brien have agreed to convert £200k of the £2m principal Loan Note
into ordinary shares of 1 penny each in the Company ("Ordinary Shares"), and
to extend the repayment date of the remaining £1.8m Loan Note principal from
31 July 2026 to 31 December 2028. A conversion price of 19 pence per Ordinary
Share has been used for the £200k Loan Note conversion, which represents a
35.7 per cent. premium to the closing price of the Company's Ordinary Shares
on AIM on 12 November 2025. The Company's ability to elect for early repayment
of the remainder of the Loan Note has been retained. The Loan Note coupon has
been amended to 8.5 per cent. from 6.0 per cent., to reflect increases in the
Bank of England's Bank Rate since the coupon was last set in August 2022.

 

In addition, Mr O'Brien has agreed to vary certain elements of his
compensation package, including decreasing his commission share on certain
revenue streams with effect from 1 February 2026. This, alongside the amended
Loan Note terms, is expected to be cash flow beneficial for the Company in
future years.

 

As Chief Commercial Officer and a substantial shareholder, the Board believes
that the amendment of the terms of the Loan Note and Mr O'Brien's
incentivisation and compensation arrangements reflect his strong support and
alignment in prioritising the deployment of Finseta's resources to drive
growth. Whilst the Company held cash and cash equivalents of £2.3m as at 12
November 2025, and has no financial debt other than the Loan Note, the
variations agreed with Mr O'Brien provide the Company with greater flexibility
to continue to invest in its three-pillar growth strategy.

 

As Mr O'Brien is classified as a substantial shareholder for the purposes of
the AIM Rules for Companies (the "AIM Rules"), the variation of the terms of
the Loan Note held by, and the incentivisation arrangements with, Mr O'Brien
constitute a related party transaction for the purposes of Rule 13 of the AIM
Rules. The Company's Directors consider, having consulted with the Company's
Nominated Adviser, Shore Capital, that the terms of these variations are fair
and reasonable insofar as the Company's shareholders are concerned.

 

Issue of Ordinary Shares and Total Voting Rights

 

The Company has issued and allotted 1,052,632 new Ordinary Shares to Mr
O'Brien, at a price of 19 pence per Ordinary Share, in respect of the
conversion of £200k of the Loan Note principal. Following this issuance, Mr
O'Brien has an interest in 10,452,632 Ordinary Shares, representing 17.7 per
cent. of the Company's enlarged issued share capital.

 

Application has been made to the London Stock Exchange for the 1,052,632 new
Ordinary Shares to be admitted to trading on AIM ("Admission") and it is
expected that Admission will become effective at 8:00 a.m. on or around 19
November 2025. The new Ordinary Shares will rank pari passu with the
existing issued Ordinary Shares in the Company.

 

Following Admission, the total number of Ordinary Shares in issue will be
59,019,733. The Company does not hold any Ordinary Shares in treasury. The
figure of 59,019,733 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.

 

 

Enquiries

 

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

 Judy Happe, Chief Financial Officer

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

 Guy Wiehahn (Corporate Broking)

 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
(https://url.avanan.click/v2/___http:/www.finseta.com___.YXAxZTpzaG9yZWNhcDphOm86NDc0NTc2YjE2ZDdhNTM1OWMyYjdjY2QzMzdkODk4NWI6NjowZmM5OjM5NGRhN2Y3N2Q2YzQ0ZmYxNTdlOWY5N2U5Y2UxNDg4NTFmMzY0MzM2Zjc2YzE3NTdjNTZjYTE0MTRkMWU3OWM6cDpUOk4)

 

 

The notifications below, made in accordance with the requirements of the EU
Market Abuse Regulation as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, provide further detail.

 

  1   Details of the person discharging managerial responsibilities/person closely

    associated

 a)   Name                                                         Robert O'Brien

 2    Reason for the notification

 a)   Position/status                                              Chief Commercial Officer

 b)   Initial notification/amendment                               Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Finseta plc

 b)   LEI                                                          213800O4IL2RXZ2BZ956

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary shares of 1 penny each

      Identification code                                          GB00BNG7CD28

 b)   Nature of the transaction                                    Issue of ordinary shares

 c)   Price(s) and volume(s)

                                                                                  Price(s)       Volume(s)
                                                                                  19.0 pence     1,052,632

 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      12 November 2025

 f)   Place of the transaction                                     Off market

 

 

 

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