Business
Proposed Acquisition and Suspension of Listing
Proposed Acquisition and Suspension of Listing.
About this update from Icfg Limited
[{"type":"text","content":"\n \n \n 14 March 2023\n \n \n \n FINTECH ASIA LIMITED\n \n \n \n (\"Fintech Asia\" or the \"Company\")\n \n \n Proposed Acquisition of InvesCore\n \n \n and\n \n \n Suspension of Listing\n \n \n 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, is pleased to announce that it has entered into a heads of terms (the \"Heads of Terms\") to acquire the entire issued share capital ofInvesCore Financial Group Pte. Ltd.(\"InvesCore\") (the \"Proposed Acquisition\"), which would constitute a reverse takeover under the UK Financial Conduct Authority (\"FCA\")'s Listing Rules.\n \n InvesCore is a group of companies with its primary operations in the micro-finance sector, offering loans and investment products to businesses and individuals, primarily in Asia, and has developed technologies, including a mobile application, to sell certain of its product lines.\n \n \n The Heads of Terms\n \n \n \n The Heads of Terms are non-binding save for, inter alia, the break fee further described below, exclusivity restrictions that cover both InvesCore and the Company engaging in discussions or agreements with third parties on alternative transactions, and other customary terms of an agreement of this nature, such as confidentiality and governing law.\n \n \n Under the Heads of Terms, it is the current intention of the parties that\n the consideration for the Proposed\n Acquisition\n shall be satisfied by the issue of ordinary shares in\n Fintech Asia\n equivalent to not less than 80% and not more than 90% of the total share capital of\n Fintech Asia, as enlarged by the Proposed Acquisition,\n to the\n v\n endors at an issue price to be agreed between\n each party.\n \n \n Completion of the Proposed Acquisition is subject to various conditions, including the completion of appropriate due diligence, the entering into of a sale and purchase agreement, the approval of Fintech Asia shareholders at a general meeting to be convened in due course and the publication of a prospectus by Fintech Asia prepared in accordance with the Prospectus Regulation Rules made under section 73A of the Financial Services and Markets Act 2000 (as amended) and approved by the FCA under section 87A of Financial Services a...