AIM Schedule One - Immediate Acquisition PLC (8672P)
23 June 2022 - 4:00PM
UK Regulatory
TIDMIME
RNS Number : 8672P
AIM
23 June 2022
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
COMPANY NAME:
Immediate Acquisition plc ( "IME" or the "Company")
The Company is proposing to change its name to "Fiinu Group
plc" upon completion of a reverse takeover of Fiinu Holdings
Limited ("Fiinu"), together the Enlarged Group.
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
IME: c/o Charles Russell Speechlys LLP, 5 Fleet Place, London,
England, EC4M 7RD
From Admission: Abbey House, Wellington Way, Brooklands Business
Park, Weybridge, Surrey, KT13 0TT
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
www.imeplc.com (at present)
www.fiinuplc.com (on Admission)
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
IME has its shares admitted to trading on AIM and in May 2022
disposed of its main trading subsidiary and became an AIM Rule
15 cash shell. Its main country of operation is the United
Kingdom.
Fiinu intends to be a provider of a consumer banking product,
the Plugin Overdraft (R), which is designed to provide customers
with an overdraft facility without having to change their current
account or request an overdraft from their existing bank. Fiinu's
technology arm manages and develops the platform, using open
banking, and once the platform is fully operational will also
look to develop secondary revenue streams by licensing Fiinu's
intellectual property rights.
Fiinu has two subsidiaries - Fiinu 2 Ltd ("Fiinu 2") (to be
renamed Fiinu Bank Limited on Admission) and Fiinu Services
Ltd (Fiinu Services"). Fiinu 2 was issued an "authorised subject
to capital" letter by the PRA in relation to its application
for a Part 4A deposit taking licence ("Banking Licence"). This
letter set out certain conditions to the confirmation of the
Banking Licence, principally relating to the PRA and FCA's
confirmations of Fiinu 2's capital adequacy - which will be
satisfied by the proceeds of the fundraising and IME's existing
cash balance.
IME (to be renamed Fiinu Group plc) will be the issuer, with
the current Fiinu business acting as the sole operator. Following
Admission, IME will own 100% of Fiinu Holdings Limited which
will have two subsidiaries - Fiinu Bank Limited and Fiinu Services
Limited.
The Admission is sought as a result of a reverse take-over
under AIM Rule 14.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
Ordinary Shares of GBP0.10 each comprising:
Existing IME shares 37,581,844
Consideration Shares 187,500,017
------------
Placing Shares 40,050,000
------------
Total 265,131,861
------------
Pursuant to Rule 7, for the 12 months following Admission,
the Directors, Proposed Directors and other Applicable Employees,
together with Petri Rahja and Kindred Capital have signed Lock-in
Agreements which prevent them from disposing of any Ordinary
Shares in the Company. This amounts to 153,850,150 Ordinary
Shares representing c58 per cent. of the issued share capital
of the Company at Admission.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
GBP8.01 million
Target market cap: c.GBP53m
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
58.0%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
None
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
Existing Directors
Timothy (Tim) Robert Hipperson - Non-Executive Chairman*
Mark Ian Horrocks - Non-Executive Director*
Simon Michael Leathers - Independent Non-Executive Director
On Admission the following individuals will be appointed to
the Board:
David Hopton - Independent Non-Executive Chairman
Christopher (Chris) Francis Sweeney - Chief Executive Officer
Phillip Tansey - Chief Financial Officer
Dr Marko Petteri Sjoblom - Founder and Executive Director
Huw Alistair Evans - Independent Non-Executive Director
Joseph Jerry Liow Yune Loy - Independent Non-Executive Director
*resigning on Admission
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
Shareholder Percentage Percentage
pre- Admission post-Admission
Mark Horrocks 23.60% 9.95%
---------------- ----------------
Trevor (Bruno) Brookes 5.61% < 3%
---------------- ----------------
HSBC James Capel as Principal 4.21% < 3%
---------------- ----------------
Graeme Dickson 3.57% < 3%
---------------- ----------------
Marko Sjoblom - 47.22%
---------------- ----------------
Kindred Capital - 7.40%
---------------- ----------------
Nikki and Jason Rush - 4.30%
---------------- ----------------
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
N/A
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December (Fiinu will change its accounting reference
date on or around admission).
(ii) For IME 31 December and incorporated by reference, for
Fiinu 31 March.
(iii) 6 months ending 30 June 2022 (by 30 September 2022);
year ending 31 December 2022 (by 30 June 2023) and 6 months
ending 30 June 2023 (by 30 September 2023).
EXPECTED ADMISSION DATE:
8 July 2022
NAME AND ADDRESS OF NOMINATED ADVISER:
SPARK Advisory Partners Limited
5 St John's Lane
London
EC1M 4BH
NAME AND ADDRESS OF BROKER:
SP Angel Corporate Finance LLP
Prince Frederick House
35-39 Maddox St
London
W1S 2PP
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
Copies of this document will be available free of charge to
the public during normal business hours on any day (Saturdays,
Sundays and public holidays excepted) at the offices of SPARK
Advisory Partners, 5 St John's Lane, London, EC1M 4BH in accordance
with the AIM Rules. This document will also be available for
download from the Company's website at www.imeplc.com up to
Admission and at www.fiinuplc.com post Admission.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
The Enlarged Group will adopt the UK Corporate Governance Code,
as published by the Financial Reporting Council.
DATE OF NOTIFICATION:
23 June 2022
NEW/ UPDATE:
NEW
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END
PAASEUFMEEESEEM
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