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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June 23, 2022 02:00 ET (06:00 GMT)

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