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®, 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 Tim Hipperson, Non-executive Chairman Simon Leathers, Non-executive Director | Tel: +44 (0) 203 515 0233 |
| SPARK Advisory Partners Limited (Nomad) Mark Brady Neil Baldwin | Tel: +44 (0) 203 368 3550 |
| SP Angel Corporate Finance LLP (Broker) Abigail Wayne Matthew Johnson | Tel: +44 (0) 207 470 0470 |
| Buchanan Communications Chris Lane / Kim van Beeck / Jack Devoy | Tel: +44 (0) 207 466 5000 |
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®, and Fiinu Ltd, a provider of financial technology and alternative data solutions.
Fiinu's Plugin Overdraft® 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 For | % of Votes | Votes Against | % of Votes | Votes Withheld | Votes Total | ||
| 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 voting intentions | 29 June 2022 |
| Latest time and date for receipt of Forms of Proxy | 10.00 a.m. on 29 June 2022 |
| Time and date of the General Meeting | 10.00 a.m. on 1 July 2022 |
| Expected date of confirmation of Banking Licence to Fiinu 2 by FCA & PRA | anticipated within five Business Days of the date of the General Meeting |
| Expected completion of Acquisition, issue of the New Ordinary Shares, re-admission of the Enlarged Issued Share Capital and commencement of dealings on AIM | anticipated to be 8.00 a.m. on or about the Business Day following confirmation of the Banking Licence |
| Expected date for New Ordinary Shares to be credited to CREST accounts | anticipated to be 8.00 a.m. on or about the Business Day following confirmation of the Banking Licence |
| Despatch of definitive certificates for New Ordinary Shares | within 14 days of 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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