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REG - iFOREX Financial - Expected Intention to Float

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RNS Number : 1176I  iFOREX Financial Trading Holdings  09 May 2025

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH
DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is an advertisement for the purposes of Rule 3.3 of the
Prospectus Regulation Rules of the Financial Conduct Authority (the "FCA")
made under section 73A of the Financial Services and Markets Act 2000 (the
"FSMA") and is not a prospectus nor an offer of securities for sale in any
jurisdiction, including in or into the United States, Canada, Australia, South
Africa or Japan.

Neither this announcement, nor anything contained herein, nor anything
contained in the Registration Document (as defined herein) shall form the
basis of, or be relied upon in connection with, any offer or commitment
whatsoever in any jurisdiction. Investors should not purchase any shares
referred to in this announcement or the Registration Document except solely on
the basis of the information contained in a prospectus in its final form
(together with any supplementary prospectus, if relevant, the "Prospectus"),
including the risk factors set out therein, that may be published by iFOREX
Financial Trading Holdings Ltd. (the "Company" and, together with its
subsidiaries, the "Group"), in due course in connection with a possible offer
(the "Offer") of ordinary shares in the Company (the "Ordinary Shares") and
the possible admission of such Ordinary Shares to the equity shares
(commercial companies) segment of the Official List of the FCA and to trading
on the Main Market for listed securities of London Stock Exchange plc (the
"London Stock Exchange") (together, "Admission"). A copy of any Prospectus
published by the Company will, if published, be available for inspection on
the Company's website at www.iforex.com/investors/investor-relations
(https://url.avanan.click/v2/___http:/www.iforex.com/investors/investor-relations___.YXAxZTpzaG9yZWNhcDphOm86MTM2Njk5ZTFmNDgzMTkxMTllZDk5YWM2ZGNmZjE5ZmM6NjoxNTM4OjU2NmJhNWVlNDQ1ZWQyNmRlZmU2YzA5ZWEwMjE2NzY5ZDc4YTQ1OWVkMWE3ZTRkOTNhZWJmYzMxY2JmNzYwNzM6cDpGOk4)
, subject to certain access restrictions.

 

9 May 2025

iFOREX Financial Trading Holdings Ltd.

(trading as "iFOREX")

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

 

Announcement of Publication of a Registration Document and Potential IPO on
the Main Market of the London Stock Exchange

 

iFOREX Financial Trading Holdings Ltd., a leading fintech business with a
proprietary online and mobile trading platform for multi-asset contracts for
difference ("CFD"), announces that it is considering an initial public
offering (the "IPO" or the "Offer") and that it has earlier today published a
registration document (the "Registration Document"). The Company is
considering applying for admission of its Ordinary Shares to the equity shares
(commercial companies) category of the Official List and to trading on the
Main Market of the London Stock Exchange ("Admission").

The Registration Document has been approved by the FCA and a copy is available
for viewing online at www.iforex.com/investors/investor-relations, subject to
certain access restrictions. A copy of the Registration Document will be
uploaded to the National Storage Mechanism and be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Capitalised terms not defined in this announcement have the meaning given to
them in the Registration Document.

iFOREX Highlights:

·   Developed and operates a proprietary online and mobile CFD trading
platform, allowing primarily retail clients to trade CFDs across 870+
financial instruments, including currencies, commodities, indices, stocks,
cryptocurrencies and exchange traded funds ("ETFs").

· Scalable, integrated proprietary technology solution which includes a
trading platform, customer relationship management ("CRM") platform, embedded
risk monitoring, integrated payments, and internally developed marketing
technology, enabling efficient client attraction, retention, and management.
 

·   Data driven strategies leveraged across multiple advertising channels
to efficiently target high-value clients, delivering measurable results.

·   Proven track record of navigating market turmoil with robust risk
management. The technology and policies developed by the Company offer
real-time financial risk monitoring, aggregate exposure reports, and trading
limit alerts.

·   History of profitability and cash generation, iFOREX has made
significant distributions to shareholders, amounting to in excess of USD 262
million since 2014. For the year ended 31 December 2024, trading income was
USD 50.1 million, adjusted EBITDA of USD 9.7 million and adjusted profit
before tax of USD 7.6 million.

·  Will be led by a seasoned Board of Directors with deep regulatory and
industry expertise, supported by a highly experienced senior management team,
most of whom have been with the business for over a decade.

·   Admission is expected to raise the Company's profile, enhance
corporate governance and transparency, attract new clients, and help the
Company leverage its existing client base.

·   iFOREX intends to invest the proceeds of the IPO in branding, brand
awareness, and integrating new technologies, including AI, to enhance user
experience and automation.

·    Plans to obtain new regulatory licenses to increase penetration into
new and existing markets.

·   The current intention is to maintain a progressive dividend policy,
and the dividend for FY25 is expected to be set at approximately 50 per cent.
of adjusted profits (as opposed to the typical historical level of a
significant portion of profits).

Itai Sadeh, CEO of iFOREX, commented:

 

"We are delighted to announce our potential IPO in London. This news marks a
significant milestone for our business as we continue to capitalise on the
high demand and long-term growth opportunities within our thriving sector.
London is one of the most attractive and competitive capital markets in the
world, with a deep understanding of fintech companies. The opportunities to
enhance our global brand presented through the potential listing, combined
with our strong track record of profitability, proprietary platform, and
robust risk management, position us well to accelerate growth and expand in
our target markets.

 

"I would like to take this opportunity to thank our dedicated employees, whose
hard work and commitment has been instrumental in our success so far. I would
also like to thank our loyal clients for their continued support and trust in
our services. We are looking forward to the challenge and goal of delivering
outstanding shareholder value in the coming years and beyond."

 

Enquiries:

 Public Relations Adviser to iFOREX

 Camarco

 Marc                                                                                                                                                                                      020 3757 4980
 Cohen

                                                                                                                                                                                           iForex@camarco.co.uk

 Phoebe Pugh

 Sponsor and Sole Bookrunner

 Shore Capital

 Patrick Castle, Tom Knibbs

 Guy Wiehahn                                                                                                                                                                               020 7408 4090

Potential Offer Highlights

Should iFOREX proceed with an IPO, the current expectation is that:

•     The Company would be admitted to listing on the equity shares
(commercial companies) category of the Official List and trading on the Main
Market of the London Stock Exchange.

 

•     The Offer would be comprised solely of new Ordinary Shares.

 

•   The Offer would be made to institutional investors by way of a placing
together with an offer to be made to intermediaries using the Bookbuild
platform for distribution to retail investors in the United Kingdom (the
"Bookbuild Intermediaries Offer").

 

•     Eyal Carmon, the business' founder and majority shareholder (the
"Founder"), will remain the majority shareholder of iFOREX upon Admission and
has agreed to enter into a relationship agreement upon Admission. The Founder
will continue to assist with providing his expertise to the business through a
consultancy agreement with Recap Ltd., a company wholly owned by the Founder.

 

•    The Founder, the Directors, the Proposed Directors, and certain other
senior managers and employees who hold an interest in the Ordinary Shares
through an employee share ownership trust (the "ESOP") have agreed to a
12-month lock-up period, and subsequent 12 month orderly market period, in
respect of their interest in the Ordinary Shares held at Admission.

 

•     Any additional details in relation to the Offer, together with any
changes to corporate governance arrangements would be disclosed in an
Intention to Float ("ITF") announcement and/or the Prospectus, if and when
published.

 

•     The Company has engaged Shore Capital and Corporate Limited as
Sponsor and Shore Capital Stockbrokers Limited as Sole Bookrunner in the event
the Offer proceeds.

Investment Highlights

The Directors believe that iFOREX benefits from a combination of competitive
advantages which positions the Company to build on the strong foundations
built to date to grow revenue and profitability. In particular, the Directors
believe that iFOREX benefits from the following key strengths:

Scalable and integrated solution, including a proprietary trading platform,
offering a high-quality user experience and intelligent back-end workflows

 

·    The Company's scalable and integrated solution offers a high-quality
trading experience through its trading platform ("Trading Platform"), with
continued enhancements to user experience and client journey supported by
analytically driven customer service for its high value clients and fully
integrated back-end workflows to improve marketing and operational outcomes.

·    The Trading Platform is a proprietary solution, created in-house,
which is continually updated and improved by a dedicated development team.
This flexibility allows the Group to adjust quickly to regulatory changes and
to roll out new products and features to enhance the client journey and user
experience.

·    The Trading Platform is fully integrated with the Group's proprietary
organisational operating system or Statistical Client Motivation Management
platform ("SCMM"). This operating system is a scalable suite of modules,
designed to automate and optimise work processes, including client
relationship management, analysis and event-based task management which
assists the Group in achieving efficiencies and the effective handling of both
prospective and active clients.

·    The Directors and the Proposed Directors believe that one of the key
features of the Group is its Group's ability to provide human support at key
intersections in the client's engagement with the Group that continues
throughout the lifetime of the client. The Trading Platform is equipped with a
selection of decision assisting trading tools, advanced live charts and
indicators to help inform clients with trading choices and strategy
development.

Data driven client acquisition to efficiently target valuable clients

·    The Group's marketing strategy primarily focuses on targeting high
quality prospective clients through cost-effective marketing initiatives
across multiple advertising channels which provides measurable results for the
Group. The Group utilises its marketing technology and SCMM platform to
profile potential clients based on various data points collected at
registration and thereafter, ultimately aiding the Group in focusing on
targeting New Clients that will be most valuable to the Group.

·    To assist with implementing the Group's marketing strategy, the Group
has developed a proprietary marketing technology which manages marketing
budgets, the placement of campaigns on websites, and provides quick and
in-depth analysis on the performance of each campaign. This technology
provides insights to the marketing department to continually target
improvements in efficiency of client acquisition helping the Company to
allocate marketing resources to lower client acquisition cost and assist its
'in-house advertising agency' to maximise the return on investment of
marketing spend and to continue to attract valuable clients.

·    The Group's SCMM platform also profiles potential clients based on
various data points collected at registration. This aids the Group in focusing
efforts on prospective clients with higher potential for converting into
clients and uses predictive models to target New Clients who will be most
valuable to the Group both in terms of loyalty and potential transaction
volumes.

Highly cash generative business with a strong track record of paying dividends
to its shareholders

·    iFOREX has been highly profitable with excellent cash generation
which has allowed the Group to make significant distributions to shareholders
amounting to in excess of USD 262 million since 2014.

Comprehensive and rigorous risk management capabilities

·    iFOREX's risk management approach is central to the function and
success of the Group's business. To assist with this, the Group has developed
technology which incorporates real-time financial risk monitoring including
aggregate exposure reports provided by, inter alia, instrument, asset class,
broker, geography, client groupings and single client.

·    The technology and policies developed by the Group incorporate
real-time financial risk monitoring, including aggregate exposure reports and
real-time financial risk limitation systems with certain trading limit
triggers and alerts. The Group does not use any external hedging products and
instead manages its risk by placing limits on exposure and matching its
client's positions and monitoring, and managing, its clients unmatched
positions against pre-determined thresholds.

·    The success of this monitoring system is evident from the last 10
years, where despite there being a number of global macroeconomic events,
there have been no revenue level losses over any one-month period.

Highly experienced Board of Directors combined with a seasoned management
team, the majority of whom have been in the business for more than 10 years

 

·    The Company will be overseen by a highly experienced Board of
Directors, comprising individuals with extensive regulatory and compliance
expertise and relevant industry experience.

·    The Group has a strong senior management team, the majority of whom
have been in the business for more than 10 years, resulting in a wealth of
experience and extensive knowledge of both the Group itself and also the
sector in which it operates.

·    The Directors and Proposed Directors believe the senior management
team have been instrumental to the success of the Group, bringing together
complementary skills across technology, particularly in software and user
interface development, the understanding of financial markets and regulatory
expertise.

Significant opportunities for growth in a business benefitting from an
industry with long term international growth drivers

·    The online financial trading industry benefits from a number of
significant growth opportunities resulting from further technological and
demographic changes. As of 2024, there were approximately 5.5 billion internet
users worldwide, representing 68 per. cent. of the global population. A number
that is expected to grow particularly with expanding middle classes in Asia
and Africa.

·    The Directors and Proposed Directors expect that increasing growth of
internet access and disposable incomes amongst its target markets is expected
to drive business growth going forward. Similarly, technological advancements
in online financial trading including leveraging AI and machine learning for
predictive analytics, algorithmic trading and personalised investment advice
can enhance trading efficiency and opportunities for clients. The use of
mobile trading platforms can also bring in a broader, more tech-savvy audience
of young investors. The growth of more tech-enabled generations with
disposable income will benefit online platforms over more traditional trading
and wealth management services.

 

Growth Strategy:

iFOREX has a focused plan to continue to grow revenue and profitability which
leverages the strong foundations built to date and intends to attract new
clients in existing markets and by applying for new regulatory licences and/or
expanding into new jurisdictions. In order to make the Trading Platform more
attractive, the Group will continue to evolve the products that it offers.

Attracting New Clients in existing markets

·   In the Group's existing markets there remains significant opportunities
to capture market share from other CFD providers.

·     The Group has a sophisticated marketing engine and focussed marketing
strategy which it intends to leverage through increased marketing spend in
order to enhance its position and improve brand recognition in the CFD market
and to attract New Clients to the Trading Platform.

Increasing the longevity of the Group's Active Clients

·    The Group intends to invest in its Trading Platform to enhance user
experience and the breadth of its offering so as to improve retention and
drive engagement. This improved experience will include continuing to improve
the product offering and engaging Active Clients with insight to encourage
trading activity.

Accessing new markets

·    The Directors believe there is significant opportunity for expansion
into markets in which the Group does not presently operate. The Group is well
positioned to enter into new geographies using the FIH licence. Key success
factors include marketing spend, adaptation of the customer interface with
differing languages and payment provisions and brand recognition.

·    The Company will evaluate new licence applications based on the
commercial opportunity. These include Australia, Malaysia, New Zealand, the
Philippines, Chile, the UAE and the United Kingdom.

Seek strategic M&A opportunities

·    The CFD broker universe is highly fragmented across many geographical
markets and products. The Group may seek bolt-on acquisitions that offer
complementary technologies, products or geographies.

·    The Directors and the Proposed Directors believe that well managed
listed CFD providers benefit from scale and brand recognition. Accordingly,
they believe that becoming a listed company will help achieve its growth
ambitions.

 

Supplementary information for bona-fide unconnected sell-side research
analysts

A presentation and related information for unconnected research analysts will
be made available via a link from today. Please contact Camarco at
iForex@camarco.co.uk if you would like to receive access to the information.
The Group reserves the right not to hold an in-person unconnected analyst
presentation.

Further information on iFOREX

Current Trading and Outlook

The Group has had a good start to the year with trading income for the first
quarter of 2025 ahead of the first quarter of 2024. 3,558 new clients were
added in Q1 2025 which is more than in the equivalent period last year and the
previous quarter, which is an encouraging sign that the business is making
progress. Nearly 34 per cent. of revenue was from foreign exchange
transactions, with income from commodities being the second largest
contributor to revenue. The Group has seen enhanced volatility in the second
quarter following the announcement of US Tariffs on "Liberation Day" (2 April
2025) and other countries subsequently announcing or contemplating reciprocal
tariffs. This has made markets more volatile, and the Group has seen increased
trading activity from its clients as a consequence which resulted in revenues
in April 2025 increasing by 46 per cent. compared to revenues in April of
2024. The Board expects volatility in markets (equities, foreign exchange,
commodities) to remain elevated for some time as a consequence of the recent
change in US foreign policy.

Financial Information

Consolidated statements of profit or loss and other comprehensive income

 

                                                                                                        Year ended    Year ended    Year ended

                                                                                                        31 December   31 December   31 December

                                                                                                        2022          2023          2024
                                                                                                        USD '000 (except per share data)

 Trading income                                                                                         76,792        49,657        50,148
 Revenue                                                                                                76,792        49,657        50,148

 Selling and marketing expenses                                                                         (46,861)      (38,244)      (37,406)
 Administrative and general                                                                             (2,896)       (3,213)       (5,116)
 expenses
 Profit from operations                                                                                 27,035        8,200         7,626
 Finance income                                                                                         28            101           256
 Finance expense                                                                                        (919)         (731)         (1,858)
 Profit before tax                                                                                      26,144        7,570         6,024

 Taxes on income                                                                                        (33)          (816)         (904)
 Profit for the period                                                                                  26,111        6,754         5,120

 Profit attributable to:
 Owners of the parent                                                                                   21,744        5,625         3,931
 Non-controlling interests                                                                              4,367         1,129         1,189
                                                                                                        26,111        6,754         5,120

 Other comprehensive income:
 (Loss)/ gain on foreign currency translation                                                           (357)         525           (521)
 Total comprehensive income                                                                             25,754        7,279         4,599

 Total comprehensive income attributable to:
 Owners of the parent                                                                                   21,453        6,058         3,476
 Non-controlling interests                                                                              4,301         1,221         1,123
                                                                                                        25,754        7,279         4,599

 Earnings per share attributable to

 the parent:
 Basic and diluted (USD)                                                                                217,440       56,250        39,310

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated statements of financial position

                                                                       As at                 As at                 As at

                                                                       31 December 2022      31 December 2023      31 December 2024

                                                                       USD '000              USD '000              USD '000
 Assets
 Non-current assets
 Property, plant, and equipment                                        669                   714                   593
 Right of use assets                                                   219                   1,871                 1,622
 Total non-current assets                                              888                   2,585                 2,215

 Current assets
 Trade and other receivables                                           7,847                 3,862                 9,295
 Other current financial assets                                        -                     940                   -
 Cash and cash equivalents                                             11,739                17,810                8,613
 Total current assets                                                  19,580                22,612                17,908

 Total assets                                                          20,468                25,197                20,123

 Liabilities
 Current liabilities
 Bank overdrafts                                                       30                    43                    43
 Lease liabilities                                                     55                    400                   314
 Trade and other payables                                              7,071                 2,650                 8,306
 Tax liabilities                                                       6                     172                   -
 Total current liabilities                                             7,162                 3,265                 8,663

 Non-current liabilities
 Lease liabilities                                                     165                   1,512                 1,411
 Total non-current liabilities                                         165                   1,512                 1,411

 Total liabilities                                                     7,327                 4,777                 10,074

 Net assets                                                            13,141                20,420                10,049

 Equity
 Share capital
 Reserve for transactions with non-controlling interests               -                     -                     (1,630)
 Translation reserve                                                   407                   840                   385
 Retained earnings                                                     10,536                16,161                8,370
 Total                                                                 10,943                17,001                7,125
 Non-controlling interest                                              2,198                 3,419                 2,924
 Total equity                                                    13,141           20,420                10,049

Consolidated statements of cash flows

                                                                                 Year ended         Year ended         Year ended

                                                                                 31 December 2022   31 December 2023   31 December 2024

                                                                                 USD '000           USD '000           USD '000
 Cash flows from operating activities
 Profit for the period                                                           26,111             6,754              5,120
 Adjustments required to reflect the cash flows from operating activities:
 Depreciation of property, plant, and equipment and amortisation of right of     172                483                553
 use assets
 Share based payment charge                                                      -                  -                  257
 Finance income                                                                  (28)               (101)              (256)
 Finance expense                                                                 3                  100                153
 Income tax expense                                                              33                 816                904
 Net cash generated from operating activities before changes in working capital  26,291             8,052              6,730
 (Increase)/ decrease in trade and other receivables                             (5,241)               3,963           (4,558)
 Increase/ (decrease) in trade and other payables                                930                (4,148)            (276)
 Cash generated from operations                                                  21,980             7,867              1,896
 Tax paid                                                                        (35)               (650)              (1,951)
 Net cash flows from operating activities                                        21,945             7,217              (55)

 Cash flows from investing activities
 Purchase of property, plant and equipment                                       (326)              (327)              (82)
 Purchase of investment financial assets                                         -                  (912)              950
 Interest received                                                               28                 101                256
 Net cash used in investing activities                                           (298)              (1,138)            1,124

 Cash flow from financing activities
 Dividends paid                                                                  (14,004)           -                  (5,791)
 Dividend paid to non-controlling shareholders                                   (2,767)            -                  (3,504)
 Payments of lease liabilities                                                   (14)               (100)              (293)
 Interest paid                                                                   (3)                (100)              (153)
 Net cash used in financing activities                                           (16,788)           (200)              (9,741)

 Net increase in cash and cash equivalents                                       4,859              5,880              (8,672)
 Effect of foreign exchange rate changes                                         542                178                (526)
 Cash and cash equivalents at beginning of the period                            7,392              11,709             17,767
 Cash and cash equivalents at end of period                                      11,709             17,767             8,569

 Cash and cash equivalents are defined as:
 Cash at bank and in hand                                                        11,739             17,810             8,613
 Bank overdrafts                                                                 (30)               (43)               (43)
                                                                                 11,709             17,767             8,570
 The principal non-cash transactions comprise:
 Recognition of right of use assets against lease liabilities                    215                1,802              125
                                                                                 215                1,802              125

 

Non-IFRS Financial Data

The following measures for the years ended 31 December 2022, 2023 and 2024
were used to monitor and manage financial performance.

These measures are non-IFRS measures that are not calculated in accordance
with IFRS.

                                Year ended         Year ended         Year ended

                                31 December 2022   31 December 2023   31 December 2024

                                (unaudited)        (unaudited)        (unaudited)

                                (USD '000)         (USD '000)         (USD '000)

 Adjusted profit before tax(1)  26,144             7,570              7,592
 Adjusted EBITDA(2)             27,207             8,683              9,747
 Adjusted EBITDA margin(3)      35.4%              17.5%              19.4%

 

Notes:

(1)     Adjusted profit before tax is calculated as profit before tax
excluding the impact of share-based payment charges and other exceptional
costs. The table below reconciles adjusted profit before tax to profit before
tax for the years ended 31 December 2022, 2023 and 2024.

 

The following table presents a reconciliation of Adjusted Profit Before Tax to
Profit before tax, the most directly comparable IFRS measure, for the period
presented:

 

                             Year ended         Year ended         Year ended

                             31 December 2022   31 December 2023   31 December 2024

                             (unaudited)        (unaudited)        (unaudited)

                             (USD '000)         (USD '000)         (USD '000)
 Profit before tax           26,144             7,570              6,024
 Share based payments        -                  -                  257
 Other exceptional costs*    -                  -                  1,311
 Adjusted profit before tax  26,144             7,570              7,592

*Other exceptional costs relate to costs associated with Admission.

(2)     Adjusted EBITDA is calculated as profit from operations before
interest, taxes, depreciation and amortisation and excluding the impact of
share based payment charges and other exceptional costs.

 

The following table presents a reconciliation of Adjusted EBITDA to Profit
from operations, the most directly comparable IFRS measure, for the period
presented:

 

                                                                              Year ended         Year ended         Year ended

                                                                              31 December 2022   31 December 2023   31 December 2024

                                                                              (unaudited)        (unaudited)        (unaudited)

                                                                              (USD '000)         (USD '000)         (USD '000)
 Profit from operations                                                       27,035             8,200              7,626
 Depreciation of property, plant, and equipment and amortisation of right of  172                483                553
 use assets
 EBITDA                                                                       27,207             8,683              8,179
 Share based payments                                                         -                  -                  257
 Other exceptional costs*                                                     -                  -                  1,311
 Adjusted EBITDA                                                              27,207             8,683              9,747

*Other exceptional costs relate to costs associated with Admission.

(3)     Adjusted EBITDA margin is calculated by dividing adjusted EBITDA
by revenue

 

 

Regulation

The market in which the Group operates and provides services to clients is a
regulated one.

The Group has obtained regulatory authorisations from the Cyprus Securities
and Exchange Commission ("CySEC") and provides services throughout the
European Economic Area ("EEA") (with the exception of Belgium and Cyprus) and
has obtained ''passports'' granted in accordance with MiFID.

The Group also has relevant regulatory authorisations from the Financial
Services Commission in the British Virgin Islands ("BVI") and provides its
services to clients located outside the EEA (subject to regulatory
restrictions) through its BVI-registered entity, Formula Investment House
Limited.

 

Board Information

Ron Golan - Proposed Non-Executive Chairman

Mr Ron Golan will join as Non-Executive Chairman in the event of and
conditional upon any Admission.

Ron was a Director and the Chief Financial Officer of NASDAQ-listed Finnovate
Acquisition Corporation from November 2021 to May 2023. He began his career at
Morgan Stanley, where he served as a Managing Director and Head of Israel,
Central and Eastern Europe (CEE), and Africa for Investment Banking and
Capital Markets from 1997 to 2012. Following this role, Ron joined Renaissance
Capital as Managing Director in 2012 and was Co-Head of Investment Banking
when he left in 2015. He then took on the role of Managing Director and Head
of Origination for Israel and Africa at VTB Capital Plc from 2017 to 2019.

Ron holds a BA in Economics and Management from Tel Aviv University and an MBA
from Harvard Business School.

Itai Sadeh - Chief Executive Officer

Mr Itai Sadeh is the Chief Executive Officer of the Group and was appointed as
a Director on 30 April 2025.

Since June 2023, Itai Sadeh has been the Chief Executive Officer of I For
Fintech Ltd., an Israeli incorporated subsidiary of the Company, having
previously from July 2020 been a Senior Advisor to the board of the Company.
Itai is an experienced executive with extensive experience in corporate
development, regulatory and legal affairs and financial technology and has
been providing services to the Group since May 2011.

From July 2016 to June 2020, he was Executive Director and VP of Corporate
Development at Vallister Ltd., a then-UK incorporated subsidiary of the
Company, where he played a key role in driving corporate strategies. Prior to
this, he served as General Manager of EFIX Foreign Exchange Ltd., an Israeli
subsidiary of the Company, from March 2013 to June 2016, following a role as
General Counsel at the same company from May 2011 to February 2013.

Before joining the Group, Itai held the position of General Counsel at RRsat
Global Communications Network Ltd., then a public company listed on NASDAQ (it
was later acquired by SES S.A.), which was at the time based in Re'em, Israel,
from February 2007 to April 2011, where he managed the legal aspects of the
corporate operations.

He is a qualified lawyer and a member of the Israeli Bar Association holding
an LL.B. in Law from The Hebrew University of Jerusalem and an LL.M. in
Commercial Law (with honours) from the executive program of the Tel Aviv
University in collaboration with the University of California, Berkeley.

 

Shirley Winkler Hollander - Chief Financial Officer

 

Shirley Winkler Hollander is the Chief Financial Officer of the Group and was
appointed as a Director on 30 April 2025.

Shirley Winkler Hollander joined as the Chief Financial Officer of the Group
in October 2024. Shirley has over a decade of experience in finance and
accounting and has expertise in financial regulation and policies.

Before joining the Group, Shirley served as the Director of Finance at STK
Bio-Ag Technologies from June 2021 to July 2024. In this role, she was
responsible for implementing financial strategies and supporting the company's
growth and innovation. Prior to that, she was the Associate Director of
Accounting at Teva Pharmaceuticals from October 2017 to June 2021.

Shirley was also an Assurance Manager at Ernst & Young specialising in
auditing and financial analysis from December 2010 to September 2017. Her
diverse experience has equipped her with a comprehensive understanding of the
financial landscape.

Shirley holds a Bachelor's degree in Economics from Ben-Gurion University of
the Negev.

 

Sir Michael Davis - Proposed Non-Executive Director

 

Sir Michael Davis will join as a Non-Executive Director in the event of and
conditional upon any Admission.

Sir Michael is currently Executive Chairman of Vision Blue Resources Ltd, a
private equity firm investing in critical minerals which he founded in 2021
and Non- Executive Chairman of MacSteel, a global trading and shipping
company.

He was Chief Executive Officer of Xstrata plc until 2013, one of the world's
largest global diversified mining and metals companies which he grew in a
10-year period from a market value of USD 500 million to USD 60 billion,
employing more than 90,000 people and operating in over 22 countries.
Previously, Sir Michael was an Executive Director and Chief Financial Officer
of Billiton plc and Chairman of Billiton Coal. Prior to joining Billiton, Sir
Michael was an Executive Director of South African state-owned Eskom, one of
the world's largest electricity utilities.

Sir Michael has extensive capital markets and corporate transactions
experience. During his career, he has raised almost USD 40 billion from global
capital markets and successfully completed over USD 120 billion of corporate
transactions. Some of his successes are the creation of the Ingwe Coal
Corporation in South Africa; the listing of Billiton on the London Stock
Exchange; the merger of BHP and Billiton into the largest diversified mining
company in the world; the initial public offering of Xstrata plc on the London
Stock Exchange in 2002 and Xstrata's subsequent acquisitions of MIM Holdings
and Falconbridge Ltd., amongst others, and most recently, the successful
merger of Xstrata and Glencore and the establishment of Vision Blue Resources
Ltd.

Sir Michael is a Chartered Accountant by profession. He holds an honours
degree in Commerce from Rhodes University, South Africa and an Honorary
Doctorate from Bar Ilan University. In the 2015 Queen's Birthday Honour's
List, Sir Michael was made a Knight's Bachelor.

 

Denzil Jenkins - Proposed Non-Executive Director

Mr Denzil Jenkins will join as a Non-Executive Director in the event of and
conditional upon any Admission.

Denzil Jenkins currently serves as the Chair of OneChronos Markets UK, a firm
seeking authorisation from the FCA as a multilateral trading facility. Denzil
has over 30 years of experience in financial services. Until 2022, he was
Group Chief Compliance Officer at London Stock Exchange Group ("LSEG"), a
leading global financial infrastructure and data provider. There, he oversaw
regulatory compliance, including financial crime & sanctions prevention,
across the group's many trading venues, clearing houses and index businesses.
In his 12 years at LSEG, Denzil held several key positions including at the
London Stock Exchange, as Head of UK Compliance & Group Regulatory Policy,
Chief of Staff to the CEO, and notably, Interim CEO in 2020.

Before joining LSEG, Denzil was with Chi-X Europe from 2008, where he played a
key role in its growth to become the leading pan-European equity trading
platform. He was also at the FSA, where he managed the team supervising UK
equity exchanges and trading platforms for four years, ensuring regulatory
adherence in a rapidly evolving financial landscape. Prior to this, he was at
Deutsche Bank including as a Director originating and executing corporate
finance and equity capital markets transactions.

Denzil holds a Master's degree in Economics from the University of Cambridge.

IMPORTANT LEGAL INFORMATION

The contents of this announcement, which has been prepared by and is the sole
responsibility of iFOREX Financial Trading Holdings Ltd. (the "Company"), has
been approved by Shore Capital and Corporate Limited ("Shore Capital") solely
for the purposes of section 21(2)(b) of FSMA (as amended).

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed by any
person for any purpose on the information contained in this announcement or on
its accuracy, fairness or completeness.

This announcement is not for publication, distribution or release, in whole or
in part, directly or indirectly, in or into the United States of America. 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 U.S. Securities Act of 1933, as amended (the "Securities Act"), and
may not be offered or sold in the United States, except pursuant to an
applicable exemption from the registration requirements under the Securities
Act. No public offering of securities is being made in the United States.

This announcement is not for publication, distribution or release, in whole or
in part, directly or indirectly, in or into Australia, the Republic of South
Africa, Japan, Canada or any other country outside of the United Kingdom where
such distribution may lead to a breach of any legal or regulatory requirement
(each a "Restricted Jurisdiction"). The Ordinary Shares have not been, and
will not be, registered under the applicable securities laws of (and
clearances have not been, and will not be, obtained from the relevant
securities authorities or commissions of) any Restricted Jurisdiction. The
distribution of this announcement in or into (or to persons or residents in,
or citizens of) jurisdictions outside of the United Kingdom may be restricted
by law and persons into whose possession this announcement comes should inform
themselves about, and observe, any such restrictions. Any failure to comply
with these restrictions may constitute a violation of the laws of the relevant
jurisdiction.

This announcement is only addressed to and directed at specific addressees
who: (A) if in a member state of the European Economic Area (the "EEA"), are
persons who are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (as amended) (the "Prospectus Regulation")
("Qualified Investors"); and (B) if in the United Kingdom, are "qualified
investors" within the meaning of Article 2(e) of the UK version of the
Prospectus Regulation as it forms part of domestic law in the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") who are: (i) persons having professional experience in matters
relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net
worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii)
are other persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA (as amended)) in connection
with the sale of any securities of the Company or any member of its group may
otherwise lawfully be communicated or caused to be communicated (all such
persons referred to in (i), (ii) and (iii) together being "Relevant Persons").
This announcement must not be acted on or relied on (i) in the United Kingdom,
by persons who are not Relevant Persons, and (ii) in any member state of the
EEA by persons who are not Qualified Investors. Any investment activity to
which this announcement relates (i) in the United Kingdom is available only
to, and may be engaged in only with, Relevant Persons, and (ii) in any member
state of the EEA is available only to, and may be engaged only with, Qualified
Investors.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "targets, "anticipates",
"expects", "intends", "may", "will", "forecast" or "should" or, in each case,
their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These statements reflect beliefs of the directors of iFOREX
Financial Trading Holdings Ltd  (the "Directors") (including based on their
expectations arising from pursuit of the Group's strategy) as well as
assumptions made by the Directors and information currently available to the
Group. Although the Directors consider that these beliefs and assumptions are
reasonable, by their nature, forward-looking statements reflect the Group's
current view with respect to future events and involve known and unknown
risks, uncertainties, assumptions and other factors that may cause the Group's
actual financial position, results of operations, cash flows, liquidity,
prospects, growth or strategies to be materially different from any future
such metric expressed or implied by such statements. Past performance cannot
be relied upon as a guide to future performance and should not be taken as a
representation that trends or activities underlying past performance will
continue in the future. Forward-looking statements speak only as of the date
they are made. Forward-looking statements may and often do differ materially
from actual results. No representation is made that any of these statements or
forecasts will come to pass or that any forecast results will be achieved.

In light of these risks, uncertainties and assumptions, the events in the
forward-looking statements may not occur or the Company's or the Group's
actual results, performance or achievements might be materially different from
the expected results, performance or achievements expressed or implied by such
forward-looking statements. Each of Shore Capital, Shore Capital Stockbrokers
Limited, the Company or any member of the Group, or any of such person's
affiliates or their respective directors, officers, employees, agents or
advisers expressly disclaim any obligation or undertaking to update, review or
revise any such forward-looking statement or any other information contained
in this announcement, whether as a result of new information, future
developments or otherwise, except to the extent required by applicable law.
You are therefore cautioned not to place any undue reliance on such
forward-looking statements. In addition, even if the results of operations,
financial condition and liquidity of the Group, and the development of the
industry in which the Group operates are consistent with the forward-looking
statements set out in this announcement, those results or developments may not
be indicative of results or developments in subsequent periods. No statement
in this announcement is intended to be a profit forecast.

Any purchase of Ordinary Shares in the possible Offer should be made solely on
the basis of information contained in the Prospectus which may be issued by
the Company in connection with the possible Offer. The information in this
announcement is subject to change. Before purchasing any Ordinary Shares,
persons viewing this announcement should ensure that they fully understand and
accept the risks which will be set out in the Prospectus, if published. No
reliance may be placed for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness. Neither this
announcement, nor anything contained in the Registration Document, shall
constitute, or form part of, any offer or invitation to sell, or any
solicitation of any offer to acquire, any Ordinary Shares or any other
securities, nor shall it (or any part of it), or the fact of its distribution,
form the basis of, or be relied on in connection with, or act as any
inducement to enter into, any contract or commitment whatsoever.

The Company may decide not to go ahead with the possible Offer and there is
therefore no guarantee that a Prospectus will be published, the Offer will be
made or Admission will occur. Potential investors should not base their
financial decision on this announcement. Acquiring investments to which this
announcement relates may expose an investor to a significant risk of losing
all of the amount invested. Persons considering making investments should
consult an authorised person specialising in advising on such investments.
Neither this announcement, nor the Registration Document, constitutes a
recommendation concerning a possible offer. The value of shares can decrease
as well as increase. Potential investors should consult a professional adviser
as to the suitability of a possible Offer for the person concerned.

Nothing contained herein constitutes or should be construed as (i) investment,
tax, financial, accounting or legal advice, (ii) a representation that any
investment or strategy is suitable or appropriate to your individual
circumstances or (iii) a personal recommendation to you.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Shore Capital or Shore Capital Stockbrokers Limited by FSMA or the
regulatory regime established thereunder, or under the regulatory regime of
any jurisdiction where the exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, none of Shore
Capital nor Shore Capital Stockbrokers Limited nor any of their respective
affiliates and/or any of their or their affiliates' directors, officers,
employees, advisers and/or agents accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or implied,
as to, the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) and/or any other information relating to the Company, the Group
or its 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 this announcement or its contents or
otherwise arising in connection therewith.

Shore Capital and Shore Capital Stockbrokers Limited are authorised and
regulated by the FCA in the United Kingdom and are acting exclusively for the
Company and no one else in connection with the possible Offer. Shore Capital
and Shore Capital Stockbrokers Limited will not regard any other person
(whether or not a recipient of this announcement) as their client in relation
to the possible Offer and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective clients nor
for giving advice in relation to the possible Offer, the contents of this
announcement or any transaction, arrangement or other matter referred to
herein.

Certain data in this announcement, including financial, statistical, and
operating information has been rounded. As a result of the rounding, the
totals of data presented in this announcement may vary slightly from the
actual arithmetic totals of such data. Percentages in tables may have been
rounded and accordingly may not add up to 100 per cent.

Unless otherwise indicated, market, industry and competitive position data are
estimated (and accordingly, approximate) and should be treated with caution.
Such information has not been audited or independently verified, nor has the
Group ascertained the underlying economic assumptions relied upon therein.

For the avoidance of doubt, the contents of the Group's website, or any
website directly or indirectly linked to the Group's website, are not
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