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RNS Number : 8462U

AIM

12 August 2025

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Fiinu plc ("Fiinu" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Ibex House,

Baker Street,

Weybridge,

Surrey,

KT13 8AH

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://fiinuplc.com/aim-rule-26

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Fiinu joined AIM in July 2022 by way of a reverse takeover of Immediate Acquisition plc (formerly Immedia Group plc) and during August 2025 it has conditionally agreed terms to acquire the entire issued, and to be issued, share capital of Everfex P.S.A. "(Everfex"). Fiinu's main country of operation is the United Kingdom.

Fiinu

Fiinu is a fintech business which has been developing its Plugin Overdraft® product, an Open Banking-enabled unbundled overdraft solution. The Plugin Overdraft® is a technical Banking as a service ("BaaS") solution that allows customers to have an overdraft facility without changing their existing bank or eMoney account.

Open Banking allows the Group's Plugin Overdraft® to attach to the customer's primary bank account, no matter which bank they use. There is a substantial market opportunity for the Group in the UK alone, with over 29 million potential retail consumers who may consider adding Plugin Overdraft® to their bank account. The Group's Plugin Overdraft® platform can provide retail customers with an overdraft facility without switching banks, giving them access to mainstream credit, which can improve their credit scores and help avoid expensive late payment fees.

On 15 January 2025, the Company announced that it had signed non-binding heads of terms for its first white label deal for its Plugin Overdraft® product with an independent UK bank, pursuant to which the Group would provide the bank with its BaaS platform incorporating the Plugin Overdraft® product. The launch Is anticipated during Q4 2025.

Everfex

Everfex is a recently incorporated company, that acquired the business, trade and certain assets of Stały Kurs on 1 January 2025. As part of the Stały Kurs acquisition, Everfex purchased the right to use the Stały Kurs name and will continue to trade as Stały Kurs in Poland.

Stały Kurs was established in September 2019, in Poland, to provide currency hedging solutions. The business serves small and medium-sized businesses exposed to Polish Zloty fluctuations against all major currencies. Over the years Stały Kurs had developed into a key player in the Polish market, specialising in supporting import and export businesses with currency exchange. Stały Kurs has demonstrated year-on-year growth in revenue and profitability, primarily driven by the expansion of its client base and improved operational efficiency.

At the end of Q2 2023, a new management team, led by CEO, Karol Oleksa, restructured aspects of the Stały Kurs business and introduced a more robust governance and risk management framework. As part of this restructuring the previous CEO left the business in Q2 2023, and sold his shareholding in Stały Kurs. In late 2024, the business underwent a restructuring in preparation for its transfer to Everfex, and in July 2025 the then owners of Everfex (being the Beneficial Owners) transferred Everfex to Granicus Holdings, which entity has entered into the Acquisition Agreement for the sale of Everfex to the Company.

The Admission is sought as a result of a reverse take over under AIM Rule 14.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

At Admission, Ordinary Shares of 10p each, comprising:

Existing Fiinu Shares	287,247,246
Director Shares to be issued	2,117,740
Adviser Shares to be issued	500,000
Consideration Shares	80,000,000
Subscription Shares	8,010,000
Total	377,874,986

Post Admission an additional 20,000,000 Consideration Shares may be issued, at a price per share of 20 pence subsequent to 1 January 2026, following satisfaction of the necessary conditions as set out in the Acquisition Agreement.

Single class of shares

It is agreed that Lock-in arrangements will be put in place for Granicus Holdings OU (the "Seller"). This includes a 12 months' hard lock-in with a further 12months' orderly market provision. This amounts to 80,000,000 Ordinary Shares representing c.21.17 per cent. of the issued share capital of the Company at Admission.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

The Company is raising £801,000 by way of a Subscription.

Anticipated Market Capitalisation on Admission - c.£37.8m

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

c. 56.36%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

David Hopton (Chairman)

Dr Marko Petteri Sjoblom (Chief Executive Officer)

Dr Feyzullah Egribouyun, CGMA (Chief Financial Officer)*

Simon Leathers, FCA (Senior Independent Non-Executive Director)

Proposed Directors to be appointed on Admission:

Sami Sebastian Kalliola (Chief Strategy Officer)

Mark Andrew Wallace (Independent Non-Executive Director)

* On 6 August 2025, the Company notified that Dr Feyzullah Egriboyun, had served notice to the Company that he intended to leave the Company, to move to the USA for family reasons, with effect from 22 August 2025. The search for a replacement has already begun, and in the meantime, Michael Hopton, who has been recently appointed as Chief Operating Officer (a non-Board position), will act as the interim CFO.

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Fiinu Significant Shareholders (current):

Fiinu shareholders	Holding	% of ISC
Dr Marko Sjoblom, CEO	125,182,668	43.19%
Mark Horrocks	33,696,561	11.62%
Kindred Capital	19,629,673	6.77%
Nikki and Jason Rush	11,379,270	3.93%
Total	189,888,172	65.51%

Significant Shareholders at Admission:

Shareholders	Holding	% of ISC
Dr. Marko Sjoblom, CEO	125,182,668	33.13%
Granicus Holdings OU	80,000,000	21.06%
Mark Horrocks	33,696,561	8.87%
Kindred Capital	19,629,673	5.17%
Nikki and Jason Rush	11,379,270	3.01%
Total	269,888,172	71.24%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) For Fiinu; 31 December 2024 and incorporated by reference, for Everfex period ended 1 January 2025 and unaudited historic financial information for the four-month period ended 30 April 2025

(iii) 30 September 2025 (unaudited interim results for the six months ending 30 June 2025)

30 June 2026 (audited annual results for the year ended 31 December 2025)

30 September 2026 (unaudited interim results for the six months ending 30 June 2026)

EXPECTED ADMISSION DATE:

27 August 2025

NAME AND ADDRESS OF NOMINATED ADVISER:

SPARK Advisory Partners Limited

5 St. John's Lane

London

EC1M 4BH

NAME AND ADDRESS OF BROKER:

SP Angel Corporate Finance LLP

Prince Frederick House

35-39 Maddox St London

W1S 2PP

Oberon Investments Ltd

Nightingale House

65 Curzon Street

London

W1J 8PE

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

Copies of this document will be available free of charge to the public during normal business hours on any day (Saturday, Sundays and public holidays excepted) at the offices of SPARK Advisory Partners, 5 St John's Lane, London, EC1M 4BH in accordance with the AIM Rules. This document will also be available for download from the Company's website at www.fiinuplc.com.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

UK Corporate Governance Code

DATE OF NOTIFICATION:

12 August 2025

NEW/ UPDATE:

NEW

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END

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Schedule One - Fiinu plc.

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