Immediate Acquisition PLC Update: proposed acquisition of Fiinu Holdings Ltd (0515P)
16 June 2022 - 3:14AM
UK Regulatory
TIDMIME
RNS Number : 0515P
Immediate Acquisition PLC
15 June 2022
This announcement is for information purposes only and does not
constitute or contain any invitation, solicitation, recommendation,
offer or advice to any person to subscribe for, otherwise acquire
or dispose of any securities in Immediate Acquisition Plc or any
other entity in any jurisdiction. Neither this announcement nor the
fact of its distribution shall form the basis of, or be relied on
in connection with, any investment decision in Immediate
Acquisition Plc.
The information contained within this announcement is deemed by
the Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014 which forms part of
English law by virtue of the European Union (Withdrawal) Act 2018,
as amended. Upon the publication of this announcement via the
Regulatory Information Service, this inside information is now
considered to be in the public domain.
15 June 2022
Immediate Acquisition Plc
("IME" or "the Group" or "the Company")
Update on the proposed acquisition of Fiinu Holdings Ltd
The Directors of Immediate Acquisition Plc (AIM: IME) are
pleased to announce that, further to the close of the accelerated
bookbuild ("ABB") and temporary suspension of trading announcement
earlier today, the Company has now entered into the Sale and
Purchase Agreements for the proposed acquisition of Fiinu Holdings
Ltd ("Proposed Acquisition"), which constitutes a reverse takeover
under the AIM Rules. In addition it has entered into the Placing
and Loan Facility Agreement together with the Relationship and Lock
in Agreements. Details of all these agreements will be included in
the Admission Document, together with a Notice of a General Meeting
which is to be convened to approve, inter alia, the Proposed
Acquisition, the Rule 9 waiver of the City Code on Takeovers and
Mergers, the Placing and the proposed change of name.
Loan Facility Agreement
The Company has entered into a GBP2.49 million loan facility
agreement (the "Loan Facility") with Dewscope Limited, a company
controlled by Mark Horrocks, a non-executive director of the
Company. The Loan Facility is for two years, unsecured and will
attract interest at 12.5% on amounts drawn (paid monthly in
arrears). In addition, there is a 2% arrangement fee and a 3%
drawdown fee on each tranche (with a minimum tranche size of
GBP250,000). The Loan Facility will be utilised to provide
additional working capital for the Enlarged Group.
The Loan Facility is a related party transaction for the
purposes of the AIM Rules. The Company's independent directors,
being Tim Hipperson and Simon Leathers, having consulted with the
Company's nominated adviser SPARK Advisory Partners Limited,
consider that the terms of the Loan Facility are fair and
reasonable insofar as the Company's shareholders are concerned.
In addition, the Company sold its entire shareholding in
Audioboom Group plc shares yesterday for a consideration of
approximately GBP0.95 million in cash.
The Admission Document, Notice of General Meeting and Form of
Proxy are expected to be published and posted to shareholders
today.
Further announcements will be made as appropriate.
For further information please contact:
Immediate Acquisition Plc Tel: +44 (0) 203 515 0233
Tim Hipperson, Non-executive Chairman
Simon Leathers, Non-executive Director
SPARK Advisory Partners Limited (Nomad) Tel: +44 (0) 203 368 3550
Mark Brady
Neil Baldwin
SP Angel Corporate Finance LLP (Broker) Tel: +44 (0) 207 470 0470
Matthew Johnson
Abigail Wayne
Buchanan Communications Tel: +44 (0) 207 466 5000
Chris Lane / Kim van Beeck
Expected Timetable of Principal Events
Publication of the Admission Document 15 June 2022
Latest time and date for receipt of CREST 29 June 2022
voting intentions
Latest time and date for receipt of Forms 10.00 a.m. on 29 June
of Proxy 2022
Time and date of the General Meeting 10.00 a.m. on 1 July
2022
Expected date for change of name to become Anticipated within
effective five Business
Days of the General
Meeting
Expected date of confirmation of Banking anticipated within
Licence to Fiinu by FCA & PRA five Business
Days of the date of
the General
Meeting
Expected completion of Acquisition of Fiinu, anticipated to be
issue of the New Ordinary 8.00 a.m. on or
Shares, re-admission of the Enlarged Issued about the Business
Share Capital and Day following
commencement of dealings on AIM confirmation of the
Banking
Licence
Expected date for New Ordinary Shares to anticipated to be
be credited to CREST accounts 8.00 a.m. on or
about the Business
Day following
confirmation of the
Banking
Licence
Despatch of definitive certificates for within 14 days of
New Ordinary Shares Admission
All of the above timings refer to UK time. All future times
and/or dates referred to above are subject to change at the
discretion of the Company and SPARK.
Any changes to the above dates and times will be communicated by
the Company via RIS announcements.
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END
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June 15, 2022 13:14 ET (17:14 GMT)
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