REG - ICFG Limited - Interim Results - Correction

ICFGAnnouncement

23/04/2026 14:15

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RNS Number : 7117B  ICFG Limited  23 April 2026

23 April 2026

ICFG Limited

("ICFG" or the "Company")

Interim Results - Correction

ICFG Limited (LON: ICFG), the international financial services group,
announces the following corrections in respect of its unaudited interim
results for the six months ended 30 June 2025 which were announced on 29
September 2025 ("H1-2025 Interim Results").

Accounting treatment of the reverse acquisition

Following further review of the accounting treatment of the reverse takeover
of ICFG Pte Ltd completed on 12 February 2025 ("Reverse Takeover"), the
reported Share-based Payment Expense on Reverse Takeover of USD 154.9 million
recognised in the unaudited condensed statement of comprehensive income for
H1-2025 Interim Results has been determined to be overstated. Upon correct
application of IFRS 2 Share-based Payment ("IFRS 2"), the Share-based Payment
Expense on Reverse Takeover is amended to be approximately USD 16.0 million.
This adjustment is non-cash in nature and relates solely to the accounting
valuation of the Share-based Payment Expense arising from the Reverse
Takeover.

The Company confirms that the board of ICFG has determined that the accounting
for the Reverse Takeover should be in accordance with IFRS 2, consistent with
the disclosure in Note 25 of the H1-2025 Interim Results, on the basis that
the legal parent does not constitute a business. This treatment differs from
the accounting approach described in the Company's prospectus published on 22
January 2025, which contemplated application of IFRS 3 Business Combinations.
The correct application of IFRS 2 also impacts presentation adjustments in
other parts of the accounts, including to the equity structure (reflecting
Reverse Takeover accounting) and the classification within the statement of
cash flows. These adjustments do not affect the Group's underlying financial
performance or cash position. The Company is aligning its final accounting
treatment with the required presentation under  IFRS 2 and will provide
further details in its audited financial statements for the year ended 31
December 2025.

Borrowed funds

The Company also wishes to correct the statement included in Note 15 Borrowed
Funds of the H1-2025 Interim Results that the Group was fully compliant with
contractual covenants imposed by its lenders as of 30 June 2025. This
statement was incorrect. Certain financial covenant breaches had occurred
prior to 30 June 2025 with certain lenders. The Company confirms that a waiver
in respect of the relevant breaches, covering the applicable reporting period
up to 30 June 2025, had been approved  in August 2025 and that no event of
default was declared, nor were any amounts accelerated or immediately payable
as a result of such breaches. The Company is continuing its engagement with
relevant lenders in respect of covenant compliance and will provide further
updates as appropriate.

The 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 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019.

 

For further information, please contact:

 

 ICFG Limited

 Enkhmaral Batkhuyag, CEO

 ir@ic-fg.com

 Strand Hanson Limited (Financial Adviser)

 Rory Murphy / Abigail Wennington / Harry Marshall

 +44 (0) 207 409 3494

 SP Angel Corporate Finance LLP (Joint Broker)

 Stuart Gledhill

 +44 (0) 203 470 0470

 AlbR Capital Limited (Joint Broker) formerly Novum Securities

 Jon Bellis / Colin Rowbury

 +44 (0) 207 399 9400

 

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