Fragrant Prosperity Holdings Ltd Statement re. Suspension (0357U)
23 Marzo 2023 - 5:27AM
UK Regulatory
TIDMFPP
RNS Number : 0357U
Fragrant Prosperity Holdings Ltd
23 March 2023
For immediate release 23 March 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE
OR DISTRIBUTION WOULD BE UNLAWFUL.
Fragrant Prosperity Holdings Limited
("FPP" or the "Company")
Suspension of Listing
The Directors of FPP are pleased to inform shareholders that the
Company has signed a nonbinding heads of terms with Hi 55 Ventures
Limited ("Hi") a UK based fintech business ("Target"), in relation
to the potential refinancing of FPP and acquisition of the Target
by FPP ("Intended Acquisition"). The heads of terms are non-binding
save principally for provisions relating to exclusivity and
confidentiality.
The total consideration is expected to be approximately GBP47m
to be satisfied by the issue of new ordinary shares in the Company.
Hi is an innovative fintech company who have created a
payroll-focused funding platform called Hi. This platform has three
product sets:
-- Pay Asset Finance - payroll financing to boost working
capital.
-- Freedom of Pay - free early wage access for employees
delivered via a card; and
-- Pension on Demand - free, flexible pension access via a
card.
Suspension and Application for Listing
The Intended Acquisition, if it proceeds, will constitute a
Reverse Takeover under the Listing Rules as the value of the
consideration will exceed the Company's market capitalisation and
it will result in a fundamental change in the business of FPP as it
will own an operating business.
Accordingly, the Company has requested the suspension of the
listing in the Company's ordinary shares on the Standard Segment of
the Official List, and trading on the London Stock Exchange's Main
Market has been suspended with effect from 8.00am on the 23 March
2023, pending the publication of a prospectus and the application
by the enlarged group for the Company to have its enlarged share
capital listed on the Standard Segment of the Official List and
admitted to trading on the London Stock Exchange's Main Market.
Shareholders should be aware that there is a possibility that
the Intended Acquisition will not proceed or that the terms may
change depending upon the outcome of due diligence. The Company
will provide further update on the Intended Acquisition in due
course.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018.
ENDS
Fragrant Prosperity Holdings
Limited
Simon Retter/Richard Samuel +44 (0) 20 3137 1902
Broker: Optiva Securities
Vishal Balasingham +44 (0) 20 3137 1903
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END
SRSSEDFFDEDSEED
(END) Dow Jones Newswires
March 23, 2023 07:27 ET (11:27 GMT)
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