Placing of Ordinary Shares

RNS Number : 2676F

FAIRFX Group PLC

11 November 2015

 

This announcement  and the information contained in it is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from Australia, Canada, Japan, South Africa, the United States or any other jurisdiction in which the same would be unlawful.

FAIRFX Group plc

("FAIRFX" or "the Company")

Placing of Ordinary Shares

FAIRFX, the international payments provider, is pleased to announce that is has conditionally raised approximately £1.5 million net of expenses through the proposed placing of 5,309,965 new ordinary shares ("Placing Shares") at 31 pence per ordinary share ("Placing Price") with existing and new institutional shareholders (the "Placing"). The net proceeds of the Placing will be used to continue the trend of growing the Group's customer base and will strengthen management's position with the strategic re-launch of its Corporate Card solution.

The Placing Shares will represent approximately 6.9 per cent. of the Enlarged Share Capital and will, when issued, rank in full for all dividends declared, made or paid after the date of their issue and otherwise pari passu with the existing Ordinary Shares. The Placing Price represents a premium of approximately 3 per cent. to the price of 30 pence per Ordinary Share, being the Closing Price of the Company's Ordinary Shares on 10 November 2015.

In addition, Pembar Limited ("Pembar") has irrevocably subscribed for 1,080,264 new Ordinary Shares ("Subscription Shares") at the Placing Price.  Pembar previously made a loan (carrying interest at a rate of 2 per cent. per annum over the Bank of England base rate) available to a subsidiary of the Company on 9 June 2006, in the principal sum of £337,500, of which a sum of £334,882, in aggregate, remained outstanding (the "Loan").  This conversion removes all outstanding shareholder loans.  Pembar has agreed that the issue and allotment to Pembar of the Subscription Shares, conditional only upon the admission of the Subscription Shares and the Placing Shares to trading on the AIM market of the London Stock Exchange plc ("AIM") becoming effective, shall be in full and final satisfaction of all amounts outstanding under the Loan, including all interest accrued thereon (if any).

Cenkos Securities plc has entered into the Placing Agreement with the Company whereby it has agreed to use its reasonable endeavours, as agent for the Company, to procure placees for the Placing Shares. The Placing is conditional on, inter alia, the Placing Agreement becoming or being declared unconditional in all respects and not being terminated before Admission and on Admission of the Placing Shares to AIM.

Application has been made to the London Stock Exchange plc for the Placing Shares and the Subscription Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares and Subscription Shares will commence on AIM on 13 November 2015. On Admission, the enlarged share capital of the Company is expected to be 76,866,039 Ordinary Shares.

Interim Period End Balance Sheet Reclassification

It has come to the Board's attention that the Company's interim balance sheet as at 30 June 2015 reported the Company's forward contracts on a gross value basis rather than net realisable value.   This meant that both "Trade and other receivables" and "Trade and other payables" were each overstated by £8,079,203. The reclassification has no impact on the Company's net asset position and its profit and loss statement for the period, both of which remain unchanged at £0.122m and £-2.062m respectively. Trade and other receivables for the period have been changed to £5.617m and Trade and other Payables to £11.622m. 

Ian Strafford-Taylor, Chief Executive of FAIRFX commented, "Following a summer of strong growth, we are pleased with the further support from our shareholders, both existing and new, which enables us to continue to pursue our stated growth strategy. As announced in the Company's interim results dated 29 September 2015, at over £30 billion*, the market size for UK Corporate Expenses is comparable to the UK travel money market of £35 billion* and hence represents a great opportunity for FAIRFX. The FAIRFX Corporate Card expense solution is a unique platform and will enable us to use disruptive technology to compete head-on with the charge-card offerings which currently predominate. We will use a similar model of targeted marketing spend allied to technical innovation for the Corporate Card market as we have already proven with our results for the retail card. We are extremely excited both by the potential for this market and our product capabilities within it."

* Sources - UK Corporate expense market from 2013 CIPS (Chartered Institute of Procurement and Supply) Report. UK Travel Money Market from 2014 Mintel Report.

- Ends -

Enquiries:

FAIRFX Group plc [phone]

Ian Strafford-Taylor, CEO

Cenkos Securities plc [phone]

Max Hartley/Callum Davidson

About FAIRFX

FAIRFX is a leading international payment services provider, incorporated in the UK in 2005. The Company has developed a cloud-based peer-to-peer payments platform that enables personal and business customers to make easy, low-cost multi-currency payments in a broad range of currencies and across a range of FX products all via one integrated system. The FAIRFX platform facilitates payments either direct to Bank Accounts or at 30 million merchants and over 1 million ATM's in a broad range of countries globally via Mobile apps, the Internet, SMS, wire transfer and MasterCard/VISA debit cards.

FAIRFX operates within the rapidly growing online multi-currency payments market and provides transactional services to both personal and business customers through four channels being Currency Cards, Physical Currency, FairPay and Dealing. The Currency Card and Physical Currency offerings facilitate multiple overseas payments at points of sale and ATM's whereas the FairPay and Dealing products support wire transfer foreign exchange transactions direct to Bank Accounts.

In addition, FAIRFX has entered into a number of "white-label" arrangements for the use of its P2P matching platform. Customers include easyjet, ThinkMoney and Pitney Bowes. FAIRFX has also partnered with Concur Technologies, Inc. a leading provider of integrated travel and expense management solutions with over 25 million users globally. Such relationships provide strong support for FAIRFX's customer acquisition strategy.

 

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