REG - Fintech Asia Limited - Additional Convertible Loan Facility

Fintech AsiaAnnouncement

15/11/2023 07:45

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RNS Number : 5279T  Fintech Asia Limited  15 November 2023

15 November 2023

FINTECH ASIA LIMITED

("Fintech Asia" or the "Company")

Additional Convertible Loan Facility

 

Fintech Asia, (LON:FINA) a company established to acquire one or more
companies or businesses in the financial technology sector, focused on
improving the delivery and use of financial services in Asia, announces that
the Company has obtained a further unsecured committed facility of up to £1
million via a convertible loan note instrument dated 14 November 2023 between
the Company and IVC Estonia OÜ (the "Noteholder") (the "Series B Convertible
Loan").  The Series B Convertible Loan is on similar terms to the unsecured
committed facility announced on 8 September 2023.

The Series B Convertible Loan is intended to bridge the Company's general
working capital requirements, to the extent required, as the board seeks to
finalise due diligence and documentation in respect of its proposed
acquisition of the entire issued share capital of InvesCore Financial Group
Pte. Ltd. ("InvesCore") (the "Proposed Acquisition") and the simultaneous
re-admission of its enlarged share capital to the Standard Segment of the
Official List maintained by the FCA and readmitted to trading on the Main
Market of the London Stock Exchange ("Re-Admission") (the "Transaction"), as
announced on 14 March 2023. The Noteholder is 100 per cent. owned by an
existing shareholder of InvesCore.

The parties continue to make good progress with the Proposed Acquisition. As
previously announced, should the Proposed Acquisition proceed on the currently
envisaged terms, it would be classified as a reverse takeover in accordance
with the FCA's Listing Rules. Accordingly, the Company's listing on the
Standard Segment of the Official List remains suspended from trading on the
Main Market of the London Stock Exchange pending the publication of a
prospectus and the successful Re-Admission of the enlarged group.  If the
Transaction does not complete for any reason, it is expected that the
suspension of the Company's listing will be lifted subject to FCA approval and
trading in Fintech Asia's shares will recommence.

The Company will make further announcements in due course, as appropriate.

Overview of the Series B Convertible Loan

·    The Series B Convertible Loan will be made available on the following
terms:

(a) an initial tranche of £250,000 to be issued on 15 December 2023; and

(b) an additional tranche of £250,000 to be issued on 15 January 2024.

·    Further tranches of up to £500,000 in aggregate may be issued, at
the Company's discretion.

·    An interest rate equating to a fixed amount of five per cent. per
annum shall accrue on the principle outstanding amount of the Series B
Convertible Loan on a daily basis, until repayment or conversion of the
relevant notes.

·    The Company shall have the right at any time and without penalty to
repay all or any part of the principal amount of the Series B Convertible Loan
and interest accrued and unpaid thereon.

Should the Series B Convertible Loan not be repaid prior to the completion of
the Transaction, all the outstanding principal amount and accrued interest
under the Series B Convertible Loan (the "Outstanding Amount") shall
automatically convert into ordinary shares of no par value in the capital of
the Company ("Ordinary Shares") at a conversion price per new Ordinary Share
of (i) if a placing completes simultaneously with the completion of the
Transaction, a price equal to 90 per cent. of the price at which each Ordinary
Share is issued in the Company pursuant to such placing; or (ii) if a placing
does not complete simultaneously with the completion of the Transaction, a
price equal to 90 per cent. of the price at which each Ordinary Share is
issued in the Company to satisfy the consideration for the Proposed
Acquisition.

If the Transaction has not completed by 7 November 2024 and the Series B
Convertible Loan has not been repaid, the Noteholder is entitled to convert
all the Outstanding Amount into new Ordinary Shares. If at the time of such
conversion the Company's Ordinary Shares are admitted to trading on any stock
exchange, then the conversion price shall be determined by 90 per cent. of the
volume weighted average closing price of the Ordinary Shares for the five
business days prior to (but excluding) the date of conversion.

The Series B Convertible Loan is subject to all necessary approvals required
under the Takeover Code and the Company's articles of association. The Series
B Convertible Loan is also subject to customary events of default under which
any principal monies outstanding under the instrument and all accrued and
unpaid interest shall become immediately repayable.

The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU No.
596/2014) which is part of UK law by virtue of the European Union (withdrawal)
Act 2018. Upon the publication of this announcement, this inside information
is now considered to be in the public domain.

 

 For further information please contact:

 Fintech Asia Limited                        Via IFC
 Oliver Fox, CEO

 Strand Hanson Limited (Financial Advisor)   +44 (0) 207 409 3494

 Rory Murphy / Abigail Wennington

 Novum Securities (Broker)                   +44 (0) 207 399 9400

 Colin Rowbury

 IFC Advisory Limited (Financial PR and IR)  +44 (0) 203 934 6630
 Tim Metcalfe

 Zach Cohen

 

 

LEI: 213800C7BC4EZQAEBT76

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