24 April 2024
FINTECH ASIA LIMITED
("Fintech Asia" or the "Company")
Additional Convertible Loan Facility
Fintech Asia, (LON:FINA) a company established to acquire one or more companies or businesses in the financial technology sector, focused on improving the delivery and use of financial services in Asia, announces that the Company has obtained a further unsecured committed facility of up to £2 million via a convertible loan note instrument dated 23 April 2024 between the Company and IVC Estonia OÜ (the "Noteholder") (the "Series C Convertible Loan"). The Series C Convertible Loan is on similar terms to the unsecured committed facilities announced on 8 September 2023 and 15 November 2023.
The Series C Convertible Loan is intended to bridge the Company's general working capital requirements, to the extent required, as the board seeks to finalise due diligence and documentation in respect of its proposed acquisition of the entire issued share capital of InvesCore Financial Group Pte. Ltd. ("InvesCore") (the "Proposed Acquisition") and the simultaneous re-admission of its enlarged share capital to the Standard Segment of the Official List maintained by the FCA and readmitted to trading on the Main Market of the London Stock Exchange ("Re-Admission") (the "Transaction"), as announced on 14 March 2023. The Noteholder is 100 per cent. owned by an existing shareholder of InvesCore.
The parties continue to make good progress with the Proposed Acquisition. As previously announced, should the Proposed Acquisition proceed on the currently envisaged terms, it would be classified as a reverse takeover in accordance with the FCA's Listing Rules. Accordingly, the Company's listing on the Standard Segment of the Official List remains suspended from trading on the Main Market of the London Stock Exchange pending the publication of a prospectus and the successful Re-Admission of the enlarged group. If the Transaction does not complete for any reason, it is expected that the suspension of the Company's listing will be lifted subject to FCA approval and trading in Fintech Asia's shares will recommence.
The Company will make further announcements in due course, as appropriate.
Overview of the Series C Convertible Loan
| · | The Series C Convertible Loan will be made available on the following terms: |
| | (a) an initial tranche of £500,000 to be issued on 30 April 2024; and |
| | (b) an additional tranche of £500,000 to be issued on 31 May 2024. |
| · | Further tranches of up to £1,000,000 in aggregate may be issued, at the Company's discretion. |
| · | An interest rate equating to a fixed amount of five per cent. per annum shall accrue on the principle outstanding amount of the Series C Convertible Loan on a daily basis, until repayment or conversion of the relevant notes. |
| · | The Company shall have the right at any time and without penalty to repay all or any part of the principal amount of the Series C Convertible Loan and interest accrued and unpaid thereon. |
Should the Series C Convertible Loan not be repaid prior to the completion of the Transaction, all the outstanding principal amount and accrued interest under the Series C Convertible Loan (the "Outstanding Amount") shall automatically convert into ordinary shares of no par value in the capital of the Company ("Ordinary Shares") at a conversion price per new Ordinary Share of (i) if a placing completes simultaneously with the completion of the Transaction, a price equal to 90 per cent. of the price at which each Ordinary Share is issued in the Company pursuant to such placing; or (ii) if a placing does not complete simultaneously with the completion of the Transaction, a price equal to 90 per cent. of the price at which each Ordinary Share is issued in the Company to satisfy the consideration for the Proposed Acquisition.
If the Transaction has not completed by 7 November 2024 and the Series C Convertible Loan has not been repaid, the Noteholder is entitled to convert all the Outstanding Amount into new Ordinary Shares. If at the time of such conversion the Company's Ordinary Shares are admitted to trading on any stock exchange, then the conversion price shall be determined by 90 per cent. of the volume weighted average closing price of the Ordinary Shares for the five business days prior to (but excluding) the date of conversion.
The Series C Convertible Loan is subject to all necessary approvals required under the Takeover Code and the Company's articles of association. The Series C Convertible Loan is also subject to customary events of default under which any principal monies outstanding under the instrument and all accrued and unpaid interest shall become immediately repayable.
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU No. 596/2014) which is part of UK law by virtue of the European Union (withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
| For further information please contact:
Fintech Asia Limited |
Via IFC |
| Oliver Fox, CEO
| |
| Strand Hanson Limited (Financial Advisor) Rory Murphy / Abigail Wennington
| +44 (0) 207 409 3494 |
| Novum Securities (Broker) Colin Rowbury
| +44 (0) 207 399 9400 |
| IFC Advisory Limited (Financial PR and IR) | +44 (0) 203 934 6630 |
| Tim Metcalfe Zach Cohen | |
LEI: 213800C7BC4EZQAEBT76
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
