Immediate Acquisition PLC Update: proposed acquisition of Fiinu Holdings Ltd (0515P)

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: [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] 
  Matthew Johnson 
  Abigail Wayne 
 Buchanan Communications                        Tel: [phone] 
  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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June 15, 2022 13:14 ET (17:14 GMT)