4 December 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 4 December 2024 between the Company and IVC Estonia OÜ (the "Noteholder") (the "Series D Convertible Loan").
The Series D Convertible Loan is intended to bridge the Company's general working capital requirements, to the extent required, 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 equity shares (transition) category of the Official List maintained by the Financial Conduct Authority ("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.
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 equity shares (transition) category 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.
The Company will make further announcements in due course, as appropriate.
Overview of the Series D Convertible Loan:
| · | The Series D Convertible Loan will be made available on the following terms: |
| | (a) an initial tranche of £1,500,000 to be issued on or around 15 December 2024; and |
| | (b) an additional tranche of £500,000 to be issued on or around 6 January 2025. |
| · | A fixed interest rate amount of 10 per cent. per annum shall accrue on the principle outstanding amount of the Series D Convertible Loan on a daily basis, until repayment or conversion of the relevant notes. |
| · | The Series D Convertible Loan will be repayable on or before 31 December 2025 ("Repayment Date"). |
| · | 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 D Convertible Loan and interest accrued and unpaid thereon. |
| · | At the time of repayment, the Noteholder has the option to convert the Series D Convertible Loan into new Ordinary Shares at 64 pence per share or determine that repayment shall be made in cash, but the Series D Convertible Loan does not automatically convert.
|
The Series D Convertible Loan is subject to all necessary approvals required under the Takeover Code and the Company's articles of association. The Series D 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
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