Immediate Acquisition PLC Result of General Meeting (0227R)

TIDMIME

RNS Number : 0227R

Immediate Acquisition PLC

01 July 2022

1 July 2022

Immediate Acquisition Plc

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

Result of General Meeting

Proposed acquisition of Fiinu Holdings Limited

The Directors of Immediate Acquisition Plc (AIM: IME) are pleased to announce that, further to the announcement on 15 June 2022, at a General Meeting ("GM") held earlier today, Resolutions 1 to 4 and Resolution 6 were all duly approved by shareholders by way of a poll. The Directors decided to withdraw Resolution 5 and it was not voted on at the Meeting.

Acquisition of Fiinu Holdings Limited

At today's GM, shareholders approved the acquisition of Fiinu Holdings Limited ("Fiinu Holdings") (the "Acquisition"), a fintech company and creator of the Plugin Overdraft(R), which is classified as a reverse takeover under AIM Rule 14. The Acquisition remains conditional upon Fiinu Holdings' subsidiary, Fiinu 2 Ltd ("Fiinu 2"), receiving confirmation of its Part 4A deposit taking licence ("Banking Licence") from the Prudential Regulation Authority, with the consent of the Financial Conduct Authority, and completion of the Acquisition Agreements and Placing Agreement. Further details are set out in the Company's Admission Document dated 15 June 2022 (the "Admission Document").

Confirmation of the Banking Licence is expected shortly and will take place prior to Admission, at which time the Acquisition, and the Placing Agreement, will complete.

As such, it is expected that the readmission of the Enlarged Issued Ordinary Share Capital to trading on AIM ("Admission") will take place at 8.00 a.m. on 8 July 2022.

Proposed change of name and TIDM

At today's GM, the Directors decided to withdraw Resolution 5, which proposed to change the name of the Company from Immediate Acquisition Plc to Fiinu Group Plc. The Company now plans to change the name of the Company to "Fiinu Plc" after Admission. This name change will need to be registered at Companies House before it becomes effective at the London Stock Exchange.

At Admission, the Company's TIDM will change to "BANK".

The timetable of principal events is set out below.

Unless stated otherwise, defined terms used in this announcement have the same meaning as given to them in the Admission Document, which is available to download from the Company's website at www.imeplc.com .

Further announcements will be made as appropriate.

 
 For further information please contact: 
 Immediate Acquisition Plc                       Tel: [phone] 
  Tim Hipperson, Non-executive Chairman 
  Simon Leathers, Non-executive Director 
 SPARK Advisory Partners Limited (Nomad)         Tel: [phone] 
  Mark Brady 
  Neil Baldwin 
 SP Angel Corporate Finance LLP (Broker)         Tel: [phone] 
  Abigail Wayne 
  Matthew Johnson 
 Buchanan Communications                         Tel: [phone] 
  Chris Lane / Kim van Beeck / Jack Devoy 
 

Information on Immediate Acquisition plc

In May 2022 IME disposed of its main trading subsidiary and adopted a capital growth strategy through the monetisation of its remaining investments, and the pursuit of an acquisition of a company in the technology or fintech sectors.

Information on Fiinu

Fiinu Holdings, founded in 2017, is a technology platform and provider of consumer banking products.

Fiinu is comprised of two innovative businesses: Fiinu 2, which is in the final stages of obtaining Part 4A Permission from the UK regulators and will offer the group's flagship product, the Plugin Overdraft(R), and Fiinu Ltd, a provider of financial technology and alternative data solutions.

Fiinu's Plugin Overdraft(R) is an unbundled overdraft solution, whereby Fiinu can provide its customers with an overdraft facility without them having to switch their current account with their present bank, giving customers access to affordable credit. Importantly, an overdraft does not negatively impact a consumer's credit score and helps avoid expensive "payday lenders", giving consumers the opportunity to build their credit rating.

Fiinu Ltd is the group's technology arm which will manage and develop the group's platform utilising data insights and analytics.

Results of the Poll

Details of the results of the poll are given below. Resolutions 1 to 3 were proposed as ordinary resolutions and resolutions 4 and 6 as special resolutions.

 
 Resolution                           Votes     % of      Votes        %       Votes       Votes 
                                        For    Votes    Against       of    Withheld       Total 
                                                                   Votes 
 1. To approve the grant 
  of a waiver by the Panel 
  of any obligation under 
  Rule 9 of the City Code 
  for the members of the 
  Concert Party to make 
  a general offer for the 
  Company as a result of 
  the issue to the Concert 
  Party of the Consideration 
  Shares                          4,380,791   99.64%      1,320    0.03%      14,544   4,396,655 
                                 ----------  -------  ---------  -------  ----------  ---------- 
 2. To approve the acquisition 
  by the Company of the 
  entire issued share capital 
  of Finnu Holdings Limited       8,994,293   99.97%      1,320    0.01%       1,042   8,996,655 
                                 ----------  -------  ---------  -------  ----------  ---------- 
 3. To allot Ordinary 
  Shares                          8,994,293   99.97%      1,320    0.01%       1,042   8,996,655 
                                 ----------  -------  ---------  -------  ----------  ---------- 
 4. To disapply pre-emption 
  rights in connection 
  with allotments of Ordinary 
  Shares                          8,980,791   99.82%      1,320    0.01%      14,544   8,996,655 
                                 ----------  -------  ---------  -------  ----------  ---------- 
 5. Withdrawn                           N/A      N/A        N/A      N/A         N/A         N/A 
                                 ----------  -------  ---------  -------  ----------  ---------- 
 6. To adopt new Articles 
  of Association                  8,994,293   99.97%      1,320    0.01%       1,042   8,996,655 
                                 ----------  -------  ---------  -------  ----------  ---------- 
 
 

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 of confirmation of Banking          anticipated within 
  Licence to Fiinu 2 by FCA & PRA                       five Business 
                                                  Days of the date of 
                                                          the General 
                                                              Meeting 
 Expected completion of Acquisition, issue          anticipated to be 
  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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July 01, 2022 06:02 ET (10:02 GMT)