Acquisition of ICFG, Publication of Prospectus

Fintech Asia Limited

23 January 2025

 

THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE PROSPECTUS REGULATION RULES OF THE UK FINANCIAL CONDUCT AUTHORITY ("FCA") AND IS NOT A PROSPECTUS. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO SUBSCRIBE FOR OR TO ACQUIRE, ANY ORDINARY SHARES IN FINTECH ASIA LIMITED IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY ORDINARY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS (THE "PROSPECTUS") IN ITS FINAL FORM, PUBLISHED BY FINTECH ASIA LIMITED IN CONNECTION WITH THE PROPOSED ADMISSION OF THE ENLARGED SHARE CAPITAL TO THE EQUITY SHARES (TRANSITION) CATEGORY OF LONDON STOCK EXCHANGE PLC'S ("LONDON STOCK EXCHANGE") MAIN MARKET FOR LISTED SECURITIES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA")) ("UK MAR").

23 January 2025

FINTECH ASIA LIMITED

("Fintech Asia" or the "Company")

Acquisition of ICFG Pte. Ltd.

Publication of Prospectus

Proposed Change of Name to ICFG Limited

Proposed Waiver of Rule 9 of the Takeover Code

and

Notice of Extraordinary General Meeting

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 the publication of a combined prospectus and circular (the "Prospectus") in relation to the Company's proposed acquisition of the entire issued share capital of ICFG Pte. Ltd. (the "Target" or "ICFG") which contains a notice of Extraordinary General Meeting ("EGM").  This follows the Company's announcement on 14 March 2023 that it had entered into a heads of terms ("Heads of Terms") to acquire ICFG, which would constitute a reverse takeover under the UK Financial Conduct Authority ("FCA")'s Listing Rules (the "UKLR") (the "Acquisition") and the subsequent signing today of an acquisition agreement conditional, inter alia, on the passing of various resolutions at the EGM, convened for 11 February 2025.

Highlights

·      Upon completion of the Acquisition, the Company will hold the entire issued share capital of the Target.

·      The Acquisition is to be satisfied by the issue of 177,840,000 new ordinary shares in the Company to the current shareholders of the Target at a valuation of 64 pence per share.

·      The Target has a controlling interest (via wholly owned subsidiary, SIBJ Capital LLC) in a number of subsidiaries operating under four business segments: financial services; investment banking; AI and IT services; and real estate development and management (the "Target Group"), each of which is summarised below. The Target Group has a total of 527 employees across its business units operating in Singapore, Mongolia, Kyrgyzstan, Kazakhstan and Uzbekistan.

o  Financial services: InvesCore NBFI JSC ("ICNJ"), is the most significant business of the Target Group and currently has operations in Mongolia, Kyrgyzstan, Kazakhstan and Uzbekistan. ICNJ is authorised to provide lending, trust deposit, factoring, payment guarantees, and to invest in short-term financial instruments. In May 2019, ICNJ went public on the Mongolian Stock Exchange (the "MSE"). 19.19 per cent. of ICNJ's total shares are owned by third party investors through the MSE. The 80.81 per cent. of ICNJ that is held by the Target Group is valued at MNT 550.9 billion (US$160.9 million) as at the close of trading on the MSE on the date immediately prior to the date of this announcement. ICNJ combines traditional microfinance practices with the innovation of fintech, capitalising on technology to enhance efficiency and elevate the customer experience. As well as conventional microfinance offerings, the Target Group has introduced further products to the microfinance market. These include foreign currency loans, credit lines, bridge financing, corporate bond-collateralised loans and credit cards, in addition to car loans, business loans and consumer loans.

o  Investment Banking: InvesCore Capital LLC ("ICCL") advises on equity and debt financing, mergers and acquisitions, and providing investors with online access to capital markets. Focusing on bridging the emerging markets with the developed markets, ICCL supports innovative, tech-driven companies as well as ICNJ, and has underwritten approximately US$141.3 million (MNT 483.4 billion) of funds since inception.

o  AI and IT services: AI Lab LLC ("AILL"), is a technology enterprise with a focus on developing fintech and digital banking solutions using artificial intelligence innovations. A significant proportion of AILL's technology research and development is conducted through a collaborative partnership with professors from the Department of Information and Computer Science of the National University of Mongolia who, collectively, hold a 40 per cent. beneficial interest in AILL.

o  Real Estate Development and Management: InvesCore Property LLC ("ICPL"), incorporated in Mongolia on 29 November 2017, is a real estate management company, offering a comprehensive suite of services that covers property management, operations management, and real estate investment products.

·      The Acquisition constitutes a Reverse Takeover under the UKLR as it results in a fundamental change in the business of the Company. Therefore, trading in the ordinary shares of the Company was suspended with effect from 14 March 2023, when the Heads of Terms were announced, pending the publication of a prospectus. Completion of the Acquisition is conditional on, inter alia, compliance with legal and regulatory requirements (including obtaining the requisite shareholder approvals) and admission of all the issued and to be issued ordinary shares of the Company to trading on the Main Market ("Admission").

·      It is proposed that the Company's name be changed to ICFG Limited on Admission.

·      Ankhbold Bayanmunkh and Hirohito Namiki, current shareholders of ICFG, will be appointed Executive Chairman and Executive Director respectively of the Enlarged Group and Amar Lkhagvasuren, will be appointed as a Non-Executive Director. All appointments are to take effect from Admission.

·      An EGM of the Company will be held at 9.00 a.m. on 11 February 2025. The notice of EGM (the "Notice") and details of the matters to be considered at the meeting, which includes inter alia shareholder approval for the Rule 9 waiver, change of Company name and adoption of amended articles of incorporation, are contained within the Prospectus.

·      If the resolutions are approved at the EGM, it is expected that Admission and dealings in the Company's ordinary shares will commence on the London Stock Exchange on or around 8.00 a.m. on 12 February 2025.

Commenting, Oliver Fox, CEO of Fintech Asia, said:

"We are delighted to have published the required prospectus in relation to our proposed acquisition of ICFG and to now be seeking formal shareholder approval to complete the Acquisition.  We believe that the acquisition of ICFG provides a compelling value opportunity for the Company, with strong potential from ICFG's focus on the microfinance sector employing advanced information technology solutions to offer competitive advantage and a scalable business model.  Founded in Mongolia, ICFG has recently begun expansion into other Central Asian markets through its four distinct, but interrelated, businesses, micro-finance, investment banking, real estate, and IT and AI technology. ICFG's overarching goal is to improve the quality of life in emerging economies by providing access to innovative financial solutions and to bridge the financial gap between developed and emerging markets, creating value for its shareholders.

"We have assembled a strong board to guide the Company and we look forward to shareholders having the opportunity to formally approve the proposals at the Extraordinary General Meeting.  I believe that ICFG is a very exciting business that can deliver significant value for shareholders, existing and new."

Availability of Prospectus

The Prospectus will be made available on the Company's website at: https://fintechasialtd.com. An electronic copy of the Prospectus will also be submitted to the National Storage Mechanism and should be available shortly for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Unless defined in this announcement, capitalised terms in this announcement shall have the same meaning as in the Prospectus.

For further information please contact: Fintech Asia Limited	Via IFC
Oliver Fox, CEO
Strand Hanson Limited (Financial Advisor) Rory Murphy / Abigail Wennington / David Asquith	[phone]
Novum Securities (Broker) Jon Bellis / Colin Rowbury	[phone]
IFC Advisory Limited (Financial PR and IR)	[phone]
Tim Metcalfe Zach Cohen

LEI: 213800C7BC4EZQAEBT76

Background

The Company was incorporated in Guernsey on 28 May 2021 for the purposes of acquiring one or more companies or businesses in the financial technology sector, commonly referred to as "fintech", that offer new technologies that seek to improve and automate the delivery and use of financial services in Asia.

The Company was admitted to listing on the Official List by way of a Standard Listing and to trading on the Main Market on 15 September 2022. The Company raised a total of £1,445,000 (before expenses) in conjunction with the IPO and the formation of the Company through an initial placing and a founder subscription.

Following the Company's admission to trading on the Main Market on 15 September 2022, the Company proceeded with carrying out its stated strategic objective of attempting 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. During this period, the Company identified and considered the potential suitability of a number of acquisition targets and entered into initial discussions, including with the Target Group. The Target Group was considered by the Board to be a suitable proposed acquisition target and further detailed discussions commenced.

On 10 March 2023, the Company executed a non-binding heads of terms in relation to the potential acquisition by the Company of the entire issued share capital of the Target, the holding company of the Target Group. The Target Group was established in Mongolia in 2016 and currently operates across four synergetic sectors, being: (a) financial services; (b) investment banking; (c) information technology and artificial intelligence; and (d) real estate development and management. As such, the Directors believe the Acquisition fulfils the main strategy of the Company as set out in its prospectus dated 12 September 2022.

The Acquisition constitutes a Reverse Takeover under the UKLR as it results in a fundamental change in the business of the Company. Therefore, trading in the Existing Ordinary Shares was suspended with effect from 14 March 2023, when the non-binding heads of terms were announced pending the publication of the Prospectus. The Acquisition Agreement was signed today and the Acquisition is conditional on, inter alia, compliance with legal and regulatory requirements (including obtaining the requisite shareholder approval) and Admission. The shares of the Company, as enlarged by the Acquisition, will remain suspended until Completion. The key terms of the Acquisition Agreement are set out below.

Further funding was obtained by the Company to finance advisory costs in connection with the Acquisition, by issuing the Series A convertible loan notes of an aggregate of £1.0 million, which were fully drawn down in October 2023. Additional convertible loan notes via Series B of a further £1.0 million in aggregate were issued, which were fully drawn down in February 2024. The Company issued further convertible loan notes via Series C on 24 April 2024 of an aggregate principal amount of £2.0 million, of which, up to £1.5 million has been subscribed to date. On 4 December 2024, the Company obtained a further unsecured committed facility of £2.0 million via Series D convertible loan notes, of which £1.5 million has been drawn down to date (together the "Convertible Loan Notes").

In accordance with the terms of the Series A, B and C series of convertible loan notes, £3.66 million (inclusive of accrued interest) will be converted to new Ordinary Shares on Admission at a 10 per cent discount to the issue price of the Consideration Shares (defined below), being 57.6 pence.  As a result 6,357,116 Conversion Shares (defined below) will be issued on Admission (assuming Admission occurs on 12 February 2025, in the event Admission is delayed interest will accrue at a rate of 5 per cent. per annum on the principle outstanding amount pursuant to the relevant Convertible Loan Notes).

Upon completion of the Acquisition, the Company will hold the entire issued share capital of the Target.

Background on ICFG

The Target has a controlling interest (via wholly owned subsidiary, SIBJ Capital LLC) in a number of subsidiaries operating under four business segments: financial services; investment banking; AI and IT services; and real estate development and management. The Target Group has a total of 527 employees across its business units operating in Singapore, Mongolia, Kyrgyzstan, Kazakhstan and Uzbekistan.

Financial services

InvesCore NBFI JSC ("ICNJ"), was incorporated in May 2016 in Mongolia and currently has operations in Mongolia, and has subsidiaries operating in Mongolia, Kyrgyzstan, Kazakhstan and Uzbekistan. Holding licences from the Financial Regulatory Commission of Mongolia, ICNJ is authorised to provide lending, trust deposit, factoring, payment guarantees, and to invest in short-term financial instruments. In May 2019, ICNJ went public on the MSE through an IPO, offering 15 per cent. of its shares to the Mongolian market. In July 2022, ICNJ conducted a secondary issue through a follow-on public offering, offering a further 5 per cent. of its total issued share capital to the Mongolian market. Following these fundraisings, 19.19 per cent. of ICNJ's total shares (the portion not held by the Group) are owned by third party investors through the MSE.

ICNJ is the most significant business of the Target Group with a total market capitalisation, as on the Latest Practicable Date, of MNT 681.7 billion (US$ 199.1 million). The 80.81 per cent. of ICNJ held by the Target Group was therefore valued at MNT 550.9 billion (US$ 160.9 million) on that date.

ICNJ combines traditional microfinance practices with the innovation of fintech, capitalising on technology to enhance efficiency and elevate the customer experience. The Target Group recognises the importance of technology in the industry's revolution and in collaboration with its IT subsidiary, AILL, launched the fintech application, Pocket. Additionally, it has launched an in-house developed, fully automated loan origination system (LOS) and an AI-driven credit scoring system.

Beyond conventional microfinance offerings, the Target Group has introduced further products to the microfinance market. These include foreign currency loans, credit lines, bridge financing, corporate bond-collateralised loans, and credit cards, in addition to car loans, business loans and consumer loans.

As of June 2024, the gross loan portfolio of ICNJ increased by 17.9 per cent. from December 2023 to US$ 176.2 million (MNT 602.8 billion). ICNJ had a market share of 10.4 per cent. in Mongolian market in 2022, which increased to 13.4 per cent. in 2023. For 2024, ICNJ aims to continue expanding its market share at a similar rate as the previous year.

The Target Group's lending activities are primarily funded by four sources: customer trust deposits, third party bank loans, public and private bonds and retained earnings. Trust deposits are where cash deposits are made at branches and interest is subsequently paid to the deposit holder. There are two types of trust deposits designed for individuals and companies. The deposit holders can opt for regular or flexible terms, with regular terms paying interest at the end of the 6 - 24 month period and flexible deposits paying interest monthly or quarterly on a 6 - 12 months term. Interest rates vary depending on the length of period and deposit account selected.

As at June 2024, InvesCore NBFI had c.350 trust deposit holders, with company deposit accounts representing c.20 per cent. and individual deposit accounts representing c.80 per cent. The weighted average duration of a trust deposit is 12 months and the weighted average annual interest rate was 18.4 per cent., paid in the national currency MNT, which represents c. 97 per cent. of total trust deposits. Trust deposits are not ringfenced and are used to fund day to day trading activity.

ICNJ is the holding company for the following entities and has a total of 361 (at June 2024) employees across the subgroup:

InvesCore Wallet NBFI LLC ("ICWN") was incorporated in Mongolia on 6 May 2019. On 25 November 2019, ICWN received a licence from the FRC, which permitted the following activities: lending, issuing payment instruments, providing investment advice, and providing electronic payment and money transfer services. In addition, on 13 January 2023, the Meeting of the Digital Council of the FRC granted a licence for trust services and factoring to ICWN. Based on this decision, the trust services and factoring were registered as approved activities of the ICWN with State Registration Authority of Mongolia on 23 January 2023. ICWN, in accordance with the relevant regulatory requirements subsequently registered its main product and service, a mobile application called "Pocket", with the FRC. Pocket is an 'application' on mobile phones that can be used for, inter alia, digital wallet, payment and remittance, instalment purchases and for obtaining online instant loans. ICWN has 99 employees in June 2024.

Pocket KG LLC ("PKG") was incorporated in the Kyrgyz Republic on 28 July 2020 and its main activity is to provide a digital lending marketplace for financial institutions and electronic payment solutions to individuals and corporations. PKG is currently introducing the Pocket application to the Kyrgyz Republic market, which will be the first online credit and instalment purchase payment product in the local market.

Open Joint Stock Company Microfinance Company InvesCore CA ("ICCM") was incorporated in the Kyrgyz Republic under the name of Zolotoy Standard LLC, with ICNJ then acquiring it in 2020 and changing the company's name to ICCM. ICNJ then transferred 30 per cent. of ownership to the local management team in the Kyrgyz Republic. In May 2024, ICNJ increased its share ownership by increasing the share capital of the company. ICNJ retains a 80.81 per cent. interest in this company. Its main activity is to provide microfinance services to individuals and legal entities and to provide investment consulting services. As at the date of this announcement, ICCM is operating with four branches and 43 employees (at June 2024).

InvesCore KZ Ltd was incorporated on 6 May 2022 in Kazakhstan and its main activity is to serve as a holding company. The Target is working to launch both its traditional and fintech products and services in the Kazakh market.

InvesCore UE LLC was incorporated on 1 February 2023 in the Republic of Uzbekistan. Its main activity is to provide investment consulting services.

InvesCore Finance MFO LLP was incorporated in Kazakhstan as a wholly-owned subsidiary of ICCK on 24 October 2023. The company has obtained the licence to operate as a registered microfinance organisation in Kazakhstan on 18 June 2024 and started operations on 1 August 2024.

Investment Banking

Invescore Capital LLC (ICCL") was incorporated in Mongolia on 8 June 2018 with the purpose of advising the Target Group, as well as external corporate clients on equity and debt financing, mergers and acquisitions, and providing investors with online access to capital markets. ICCL holds licences from the FRC for the following activities: brokerage, dealing, underwriting, and investment consultancy. ICCL also received permission for rendering cash transactions services through cash nominee accounts from the FRC in 2020 brokerage for foreign securities in 2023, and brokerage for mining commodities in 2024. Focusing on bridging the emerging markets with the developed markets, ICCL supports innovative, tech-driven companies as well as ICNJ, and has underwritten approximately US$141.3 million (MNT 483.4 billion) of funds since inception.

The aggregate market capitalisation of companies listed on the MSE grew from US$0.6 billion in 2015 to more than US$2.9 billion in 2023. The entrance of commercial banks into the stock market, with issuance of their shares on the market through IPOs, has significantly contributed to the market's growth. Following amendments to core banking laws and regulations in 2021, it became a requirement for systemic banks to become public companies and reduce their ownership concentration. This has resulted in banks going public, with five major banks doing so since 2021. The expansion of the stock market, combined with the IPOs of major commercial banks, has increased public interest in the local capital markets with retail and corporate investors being increasingly able to participate in the market, driven by regular information about IPOs and broader media coverage. ICCL has worked as a lead underwriter for the third largest commercial bank, raising approximately US$34.5 million (MNT 118.0 billion) through an IPO in 2022. The market has seen significant growth in both equity and local debt markets. With the introduction of regulation of over-the-counter corporate bonds in 2021, businesses seeking expansion have had an additional financing solution and have begun issuing short and medium-term corporate bonds over-the-counter, with the assistance of underwriting companies, such as ICCL. ICCL has helped a diverse base of issuers, encompassing various industries ranging from the financial sector to real estate developers, in raising corporate debt instruments.

ICCL has introduced innovative products and services and, through close collaboration with regulatory bodies, ICCL and ICNJ launched the first-ever asset backed security product on the MSE. Additionally, ICCL has introduced the first-ever bond programme that regularly issues corporate bonds on the exchange. In the equity market, ICCL provides consulting and underwriting services for IPOs, private placements and the issuance of additional shares. The company offers advisory services during the early stages of IPO preparation, assistance in mid-term planning, management structuring and stock ownership plans. ICCL has been an equity underwriter on projects including the IPOs and further public offerings for ICNJ, Golomt Bank, Monlogistics Holding, Innovation Investment and as a lead underwriter for the MSE's own IPO in 2022, raising approximately US$3.5 million (MNT 12.0 billion) for a 34 per cent. stake in the company.

ICCL also focuses on developing robust and scalable digital solutions with its online trading platform, developed by a group subsidiary, AILL. This is constantly being developed to meet the demands and needs of its clients.

Finally, ICCL, as a financial intermediary, recognises the opportunities to guide their clients towards a more sustainable economy, providing advice and assistance in sustainable financing and supporting social, environmental, and governance initiatives.

AI and IT Services

AI Lab LLC ("AILL"), incorporated on 17 August 2018, is a technology enterprise with a focus on developing fintech and digital banking solutions using artificial intelligence (AI) innovations. A significant proportion of AILL's technology research and development is conducted through a collaborative partnership with professors from the Department of Information and Computer Science of the National University of Mongolia who, collectively, hold a 40 per cent. beneficial interest in AILL.

AILL provides products and services to various members of the Target Group, but also to its own client-base, which is comprised of participants in the financial sector such as traditional and digital lenders, credit organisations, capital markets and crowdfunding firms. AILL seeks to partner with its clients on research and development projects, whereby project costs and future revenues are shared across the partnership. This model ensures AILL's revenue streams are not limited to development fees and licence sales.

AILL's workforce consists of over 51 skilled IT engineers and is led by PhD holders and professionals specialising in a number of domains, including banking infrastructure, lending, digital banking, asset trading, and AI-based P2P platform development. The diverse professional skillsets, combined with the academic partnership at the National University of Mongolia, means that AILL is well placed to drive technological advancement in the fintech sector in its chosen markets.

Real Estate Development and Management

InvesCore Property LLC ("ICPL"), incorporated in Mongolia on 29 November 2017, is a real estate management company, offering a comprehensive suite of services that covers property management, operations management, and real estate investment products. The FRC granted ICPL licences for the following activities in 2020: sale, purchase and transfer of rights related to immovable property; lease and rental of rights related to immovable property; immovable property management; and brokerage/sale of immovable properties financed by other companies. In June 2024, ICPL had 643 employees, and the company manages a property portfolio comprising one residential and three commercial real estate projects, spanning a total area of 23,984m² and market value of US$50.2 million (MNT 171.7 billion). This portfolio provides real estate development and project management services to both local and international investors.

With the help of ICPL, the Target Group can sell other investment products to investors that invest in real estate, offering them an opportunity to partake in the evolving fintech sector. This diversifies the Target Group's portfolio and aligns with the global trend of digital financial solutions, providing traditional investors with a gateway to innovative investment opportunities.

ICPL adopts a fully integrated approach to the real estate process, from development to management. This holistic methodology presents a differentiated service proposition compared to other real estate firms in the region, which typically operate in discrete stages of the real estate business. The company has introduced Japanese quality standard services and operational methodologies to the Mongolian market. This adoption has elevated the benchmark in the property management sector and demonstrated proactive risk management strategies to help improve continuity of rental income.

ICPL operates in two main areas: real estate financing and development as well as property management.

Business focus and strategy

The Target Group is focused on the microfinance sector employing advanced information technology solutions to offer competitive advantage and a scalable business model. Founded in Mongolia, the Target Group has recently begun expansion into other Central Asian markets. As at the date of this announcement, the Target Group has two primary strategies, which it labels "Comprehensive Financial Service and Product Provider" and "Innovative Fintech Solutions & Extensive Fintech Platform Provider". To bring these core offerings to the market effectively, the Target Group has established four distinct but interrelated businesses, being: micro-finance, investment banking, real estate, and IT and AI technology.

The Target Group's overarching goal is to improve the quality of life in emerging economies by providing access to innovative financial solutions and to bridge the financial gap between developed and emerging markets, creating value for its shareholders. The Target Group's strategy focuses on:

1.      advancing financial inclusivity;

2.      facilitating economic capital flow between developed and emerging markets; and

3.      implementing a partnership-based business model with a focus on technology and governance.

Financials for the Target Group

Summary Income Statement

	Unaudited 6 months to 30 June 2024 US$'000s	Audited 12 months to 31 December 2023 US$'000s	Audited 12 months to 31 December 2022 US$'000s	Audited 12 months to 31 December 2021 US$'000s
Net operating income	21,941	29,896	21,827	13,720
Profit before tax	14,805	17,858	13,402	8,473
Profit after tax	11,126	13,155	10,194	6,767

Summary Net Assets

	Unaudited 6 months to 30 June 2024 US$'000s	Audited 12 months to 31 December 2023 US$'000s	Audited 12 months to 31 December 2022 US$'000s	Audited 12 months to 31 December 2021 US$'000s
Total assets	234,265	185,173	114,157	80,873
Total liabilities	168,785	134,764	77,284	51,768
Total equity	65,480	50,409	36,873	29,105

Summary Net Cash Flows

	Unaudited 6 months to 30 June 2024 US$'000s	Audited 12 months to 31 December 2023 US$'000s	Audited 12 months to 31 December 2022 US$'000s	Audited 12 months to 31 December 2021 US$'000s
Net cash flows used in operating activities	(10,516)	(43,010)	(24,686)	(21,740)
Net cash flows used in investing activities	(5,000)	(3,882)	(5,874)	(843)
Net cash flow from financing activity	29,040	54,836	39,441	19,416

Principal Terms of the Acquisition

The Acquisition Agreement has been entered into between the Company and the holders of the entire issued share capital of the Target ("Vendors").

The consideration for the Acquisition will be settled entirely by the issue of 177,840,000 new Ordinary Shares in the Company ("New Ordinary Share") to the Vendors at a price of 64 pence per New Ordinary Share, ("Consideration Shares"). The shares held by the Vendors in the Target will be transferred to the Company on or around 23 January 2025, and completion is expected to occur on the Admission date.

Key Conditions Precedent ("Conditions") as of today:

·      the Articles be amended to allow the yearly re-election of directors at each annual general meeting of the Company held after the first anniversary of the Acquisition;

·      Strand Hanson and/or Novum not having terminated the Introduction Agreement;

·      the vendor's warranties and purchaser's warranties still being true and accurate and not misleading as at the completion date;

·      the passing of the necessary shareholder resolutions; and

·      the Company having been registered by the Accounting and Corporate Regulatory Authority of Singapore ("ACRA") in the electronic register of members of the Target as being the sole shareholder of the Target.

If any condition is not satisfied (or where applicable, waived in writing by any of the parties, as the case may be) in all respected by close of business (London time) on 28 February 2025 (the "Long Stop Date"), or becomes incapable of being satisfied (and is no so waived) by the required time, or if either party exercises its right of termination under the Acquisition Agreement, the Acquisition Agreement shall automatically and immediately terminate save for any accrued rights or obligations under the Acquisition Agreement. The Company shall instruct Strand Hanson to withdraw any application to the FCA and/or the London Stock Exchange for Admission and issue regulatory announcements as required in respect of the foregoing termination and announcement.

Providing that the conditions to the Acquisition Agreement have been satisfied and that the Acquisition Agreement has not been terminated, closing shall take place on a date prior to Admission or such other date as may be agreed by the parties in writing.

In the event that the closing does not occur for any reason or the Long Stop date passes and the Acquisition Agreement terminates, the shares in the Target will be immediately transferred back to the relevant Vendors or such other persons as the Vendors my nominate.

If Admission does not occur on or before 3.00 p.m. on the Long Stop Date, the Acquisition shall be terminated.

Trust arrangement: The Company also undertakes to the Vendors that to the extent that it may become the registered holder of the Vendor Shares before Closing, it shall hold such Vendor Shares on trust as bare trustee for the Vendors on and from the date on which a filing is made with ACRA to register the Company as the sole shareholder of the Vendor Shares in the electronic register of members of the Target as the sole shareholder of the Target, up to the Admission date.

The Acquisition Agreement contain customary warranties and indemnities for a transaction of this nature.

An amendment agreement in respect of the Acquisition Agreement was entered into on 22 January 2025 to amend and update certain date references in the Acquisition Agreement.

Proposed Board on Admission

The Company's Existing Board consists of three Directors, Oliver Fox, Robert Shepherd and Nicola Walker.  It is proposed that Ankhbold Bayanmunkh, Hirohito Namiki, and Amar Lkhagvasuren be appointed from Admission.

Further details on the Directors, Proposed Directors and senior management are set out below.

The Takeover Code

The issuance of the Consideration Shares and the Ordinary Shares pursuant to the Acquisition Agreement gives rise to certain considerations under the Takeover Code. The Takeover Code applies to all takeover and merger transactions, howsoever effected, where the offeree company is, among other things, a listed or unlisted public company incorporated in the United Kingdom, the Channel Islands or the Isle of Man (and to certain categories of private limited companies). The Company is a public company incorporated in Guernsey and its Shareholders are therefore entitled to the protections afforded by the Takeover Code.

Under Rule 9 of the Takeover Code, when:

(i)      any person acquires, whether by way of a single transaction or a series of transactions over a period of time an interest in shares (as defined in the Takeover Code) which, (taken together with shares in which persons acting in concert with him/her are interested), carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code; or

(ii)     a person who is interested in shares (as defined in the Takeover Code) which (taken together with shares in which persons acting in concert with him/her are interested) carry 30 per cent. or more of the voting rights of a company that is subject to the Takeover Code but does not hold an interest in more than 50 per cent. of the shares carrying voting rights increases the percentage of shares carrying voting rights in which he/she and any such person acting in concert with him/her are interested, that person is normally required (except with the consent of the Takeover Panel) to make a general cash offer to all the remaining shareholders of such company to acquire their equity shares and transferable securities carrying voting rights in the company. An offer under Rule 9 of the Takeover Code must be in cash at the highest price paid by the person or the group of persons acting in concert in the preceding 12 months.

Under the definition of "acting in concert" in the Takeover Code, shareholders in a private company (such as the Target) who sell their shares in that company in consideration for the issue of new shares in a company to which the Takeover Code applies (such as the Company) will be presumed to be persons acting in concert in respect of that company unless the contrary is established. In this context, it has been agreed with the Takeover Panel that those shareholders of the Target that will be presumed to be acting in concert in respect of the Company from Admission are the concert party (the "Concert Party").  Further details of the Concert Party are set out in the table below.

The Takeover Panel has agreed to waive the obligation for the Concert Party to make a general offer to all Shareholders under Rule 9 of the Takeover Code in circumstances where that obligation would otherwise arise, as a result of the issuance of the Consideration Shares and Ordinary Shares pursuant to the Convertible Loan Notes (the "Conversion Shares"), subject to the approval of Independent Shareholders (to be taken on a poll) at an Extraordinary General Meeting of the Company. Accordingly, the Rule 9 Resolution is being proposed at the Extraordinary General Meeting to approve the Rule 9 Waiver in respect of the Concert Party. Completion of the Acquisition is conditional inter alia on the passing of the Rule 9 Resolution.

Shareholders should be aware that, if the Rule 9 Resolution is passed and the Acquisition completes, the Concert Party as a whole will hold Ordinary Shares carrying more than 50 per cent. of the total voting rights of the Company and will be able to increase its holding in the Company without incurring an obligation under Rule 9 to make a mandatory offer to the other Shareholders.

The Rule 9 Waiver to which the Takeover Panel has agreed will be invalidated if any interests in voting rights of the Company are acquired by any member of the Concert Party, or any person acting in concert with them, in the period between the date of this announcement and the EGM. Furthermore, no member of the Concert Party, nor any person acting in concert with them, has purchased any Existing Ordinary Shares in the 12 months preceding the date of this announcement.

Change of Name

To support the strategy going forwards, the Company is proposing to change its name to "ICFG Limited", subject to the passing of the requisite resolution at the Extraordinary General Meeting and Admission. At that time, the Company's stock ticker symbol will be changed to "ICFG".

Proposed Timetable of Key Events

The dates and times set out below are based on the Company's current expectations and may be subject to change. Any change will be notified via a Regulatory Information Service. References to times are to London times, unless otherwise stated.

The proposed timetable of key events is as follows:

Publication of Prospectus	22 January 2025
Latest time and date for receipt of Forms of Proxy for the Extraordinary General Meeting	9.00 a.m. on 7 February 2025
Time and date of Extraordinary General Meeting	9.00 a.m. on 11 February 2025
Result of the Extraordinary General Meeting announced through RIS	11 February 2025
Completion of the Acquisition, Admission, issue of Consideration Shares and Conversion Shares and recommencement of unconditional dealings in Ordinary Shares on the London Stock Exchange	8.00 a.m. on 12 February 2025
CREST accounts credited with uncertificated shares as soon as reasonably practicable	12 February 2025
Dispatch of definitive share certificates (where applicable)	Within 10 Business        Days of Admission

Notes:

(1)    No temporary documents of title will be issued.

(2)    All references to time in this announcement are to London time unless otherwise stated, and may be subject to change.

(3)    The timing of completion remain uncertain and subject to the satisfaction or waiver of the Conditions.

Admission Statistics

Issue Price (per Ordinary Share)	£0.64
Number of Existing Ordinary Shares	19,760,000
Number of Consideration Shares	177,840,000
Number of Conversion Shares*	6,357,116
Enlarged Share Capital upon Admission*	203,957,116
Number of Warrants outstanding on Admission*	2,237,163
Number of Consideration Shares as a percentage of the Enlarged Share Capital immediately following Admission*	87.19%
Number of Conversion Shares as percentage of the Enlarged Share Capital immediately following Admission*	3.12%
Expected market capitalisation of the Company upon Admission at the Issue Price	£130,532,554

In accordance with UKLR 22.2.2, at the time of Admission at least 10 per cent. of the Ordinary Shares will be in public hands (as defined in the UKLR).

*Assuming Admission occurs on 12 February 2025, in the event Admission is delayed interest will accrue at a rate of 5 per cent. per annum on the principle outstanding amount pursuant to the relevant Convertible Loan Notes.

Appendices

The Directors, Proposed Directors and Senior Management

Oliver Stuart Fox (44) - Chief Executive Officer

Oliver has 20 years of experience as an accountant, financial strategy partner and leading regional business development in the financial services sector covering banking, financial technology, financial information and stock exchanges. Originally from the UK, he has been based in Singapore since 2020 where prior to becoming Chief Executive Officer of Fintech Asia Limited and leading the company through its IPO and search for a suitable target, he was the Head of Business Development for London Stock Exchange Primary Markets business in Southeast Asia and Australasia.

Earlier in his career he spent nearly ten years with the Royal Bank of Scotland in financial partnering roles before joining London Clearing House in 2012 to lead on medium term financial planning and work on their majority acquisition by London Stock Exchange Group. Following this he joined innovative financial technology and information company Markit, supporting them through their public listing on Nasdaq and merger with IHS Markit before re-joining LSEG in 2016 to focus on capital markets. His most recent role has been to represent LSEG in South-East Asia and Australasia to identify and evaluate IPO candidates focusing on the fintech and wider technology fields.

He has significant experience over the last 10 years of advising executive committee members on financial strategy and performance, new business case development and evaluation of potential fintech acquisitions. He also has extensive knowledge of the evolving fintech sector and its applicability to Asian growth markets and has been a regular contributor at events for earlier stage fintech companies in the region.

Oliver holds an MBA with distinction from the University of Strathclyde (2016) as well as an honours law degree (2001) and has been an associate member of the Chartered Institute of Management Accountants since 2008.

Robert George Shepherd (57) - Non-Executive Director

Robert has been a lawyer for 30 years in London and Guernsey. Trained at Clifford Chance, he was admitted as a Solicitor of the Supreme Court of England and Wales in 1993. He moved to Mourant Ozannes (then Ozannes) in 1999 and was made a Partner at Mourant Ozannes from 2003 to 2020 during which time he served as Managing Partner for 10 years and Senior Partner for the last six years.

Robert has extensive legal experience in a full range of corporate and commercial disputes, including financial services, private client, trust, banking and other regulatory matters including investigations and prosecutions. Both in London and Guernsey he has assisted businesses at the frontiers of innovative financial services products to navigate relevant regulatory and contractual obstacles.

Robert is now a licensed fiduciary with a portfolio of trusteeships and other appointments with a focus on advising ultra-high net worth families and on good governance and regulatory compliance. He is also Executive Chairman of the Guernsey Cheshire Home which involves a large degree of engagement with the public sector as well as dealing with all the staff and operational issues that arise from running a large care home.

Robert graduated from King's College London (LLB) and the University of Paris (Panthéon-Sorbonne) with a Maîtrise and also an LLM in International and Environmental Law from the University of London. He speaks fluent French.

Nicola Jane Walker (61) - Non-Executive Director

Nicola has an extensive background as a non-executive director over the last 20 years. This includes experience in investment management with significant AUM ranging from life sciences to property. Nicola also has established and grown two fund and fiduciary businesses in Guernsey since 2003, both involving international business development and transactionally active structures.

Nicola established Schroders Private Equity Services in Guernsey in 2003, having been asked to relocate from Schroders Bermuda to raise the group's profile in the Eurozone. Upon acquisition by JP Morgan she became Managing Director of JP Morgan Private Equity Services. From 2010, she created a successful business which was sold in 2020. Since her exit, she has built a small portfolio of independent non-executive directorships in the private equity and alternative assets space. During her tenure in administration, she has collaborated with various fintech platform providers to ensure her businesses took advantage of the most relevant and forward thinking tech systems enabling efficiency for external reporting and investors alike. These solutions ranged from electronic board packs to databases and client due diligence depositories.

Nicola is a member of the Institute of Directors in Guernsey and was a member of the committee of administrators of the Guernsey Investment Funds Association from 2018 to 2020. She currently sits on the Business Beats Cancer committee in Guernsey, affiliated with Cancer Research UK.

Nicola graduated from Nottingham Trent University and is a Fellow of the Institute of Chartered Governance. She lived in France and Germany during her university studies and speaks both French and German.

Proposed Directors

Ankhbold Bayanmunkh (44) - Proposed Chairman

Ankhbold has over 17 years of experience of working in management consultancy, IT management, financial technology, and human resource management. Ankhbold was born in Ulaanbaatar, Mongolia and has experience in various industries and regional exposure in Japan, the EU, Australia and Mongolia. He is the current Chairman of the Board of Directors of ICNJ and Chief Executive Officer of SIBJ.

From 2006, Ankhbold worked as senior consultant at Abeam Consulting, one of the largest consulting firms in Japan, where he specialised in project management, supply chain management, business process re-engineering and IT management. In 2012, he joined Shunkhlai Group, the second largest conglomerate in Mongolia, as a vice president, where he was responsible for human resource and IT management. In 2016, Ankhbold co-founded ICNJ.

Ankhbold holds a bachelor of business administration and an MBA specialised in corporate strategy from the Ritsumeikan Asia Pacific University in Japan.

Namiki Hirohito (54) - Proposed Executive Director

Hirohito Namiki, an experienced finance professional, earned a BA in Economics from Keio University in March 1992. He joined Mitsubishi UFJ Trust and Banking Corporation (MUTB), one of Japan's largest trust banks, in April 1992.

He pursued an MBA in Business Strategy & Organisation Analysis at Simon Business School, University of Rochester, NY, USA, graduating in June 2005. He became a U.S. Certified Public Accountant, registered in WA, in May 2002. Throughout his career at MUTB, Hirohito gained valuable experience in international business through collaboration with global affiliates and consultancy with high-net worth individuals.

In August 2014, he founded former InvesCore Japan Co., Ltd. In March 2016, he became Director of ICNJ, JST (part of the Target Group), a prominent financial services company in Mongolia. InvesCore Japan Co., Ltd is a real estate and construction project investment company. InvesCore Japan Co., Ltd is implementing several projects in Japan and some other countries.

Complementing his finance expertise, he is also a registered Japan Real Estate Transaction Agent, underscoring his diverse skill set and strong background in the finance industry.

Amar Lkhagvasuren (45) - Proposed Non-Executive Director

Amar Lkhagvasuren brings over 23 years of extensive experience in the banking and finance sector. He began his career at the Central Bank of Mongolia in 2001, where he held various roles, including Project Coordinator for the World Bank Financial Capacity Development Project and Supervisor within the Supervision Department. From 2011 until late 2019, Amar worked at the Asian Development Bank (ADB), where his responsibilities spanned macroeconomic analysis, forecasting, policy advisory, research, public relations, and knowledge sharing, as well as project processing and implementation. He also played a key role in formulating strategies and developing business plans for ADB's activities in Mongolia.

Currently, Amar serves as the Chief Executive and Secretary-General of the Mongolian Bankers Association (MBA), an industry association dedicated to representing the collective interests of the banking sector. He is also an active member of the boards of several prestigious institutions, including the Banking and Finance Academy of Mongolia, the Deposit Insurance Corporation of Mongolia, the Credit Guarantee Fund of Mongolia, and the Mongolian Sustainable Finance Association.

Amar holds a Master of Science in Banking and Finance from the Luxembourg School of Finance and a Bachelor's degree in Economic Studies from the National University of Mongolia.

Senior Management

Benjamin Proffitt (43) - Proposed Chief Financial Officer

Ben has over 15 years of experience across a range of sectors, having acted as Chief Financial Officer of Challenger Energy Group plc until late 2021 (listed on AIM) and more recently consulting to a number of public listed companies as Chief Financial Officer of Silvertree Partners LLP.

Ben brings extensive experience in financial reporting, corporate finance, M&A activity and stakeholder management to the company, having spent much of his time in cyclically volatile industries listed in the UK. Ben has been responsible for corporate acquisition financial due diligence and finance function integration, cost tracking for offshore exploration wells, public equity fundraising, structured finance arrangements and both internal and external financial reporting functions.

Ben is a Fellow member of the Institute of Chartered Accountants in England and Wales and holds a bachelor degree in physics from Imperial College London.

Ben is based in the Isle of Man and has worked across a number of jurisdictions, including the UK, USA, Australia and the Caribbean.

Zoljargal Munkhjargal (37) - Proposed Chief Information Officer

Zoljargal has 15 years of experience as a software engineer, researcher and, most recently fintech development leader in the financial services sector covering micro loan and e-wallet. He spent a decade as a fellow conducting research at Machine Intelligent Laboratory of the National University of Mongolia before joining the Target Group in 2018 to lead the development of the AI-based Mongolian language processing tools.

Following this, he established the innovative and AI development company AI Lab LLC, supporting the Target Group through fintech solutions, ERP systems, AI-based credit scoring, and other innovative products and services. He has significant experience over the last six years of developing and focusing on IT strategy and performance, including new product development. His extensive experience with the Target Group also includes launching fintech solutions and their applicability to Central Asian growth markets and he has become a regular contributor and panelist at fintech events for start-up companies in the region.

He holds a PhD in computer science with distinction from the National University of Mongolia (2017), having conducted research at the University of Trento in Italy.

Zoljargal has also taught at the National University of Mongolia since 2009.

Major Shareholders

On Admission, the Controlling Shareholder of the Company will be Ankhbold Bayanmunkh, who will hold 35.75 per cent. of the Ordinary Shares in the Company.

The major shareholders (having 5 per cent. or more of the current Ordinary Shares in issue), including the Controlling Shareholder have the same voting rights as the holders of Ordinary Shares in the Company. The Controlling Shareholder has entered into a Relationship Agreement with the Company.

Immediately following Admission, the Controlling Shareholder will hold 35.75 per cent. of the Ordinary Shares. In so far as it is known to the Company as at the date of this announcement, the following persons are (as at the date of this announcement) or will be (immediately following Admission) directly or indirectly interested in 5 per cent. or more of the Company's issued share capital (being the threshold for notification of interests that will apply to Shareholders as of Admission pursuant to Chapter 5 of the Disclosure Guidance and Transparency Rules):

	Number of Ordinary Shares held immediately prior to Admission	%	Number of Ordinary Shares held immediately following Admission	%
Andrew Roberto Mankiewicz OBE (a)	10,000,000	50.61	10,000,000	4.90
Xangbo Global Markets Pte. Ltd.(b)	3,000,000	15.18	3,000,000	1.47
Oliver Stuart Fox	1,000,000	5.06	1,000,000	0.49
Ankhbold Bayanmunkh	0	0	72,914,415	35.75
Hirohito Namiki (c)	0	0	30,543,350	14.98
Takaaki Kawazoe (d)	0	0	32,372,494	15.87
Munkh-Ochir Batbayar	0	0	19,851,687	9.73

(a)   This includes shares by Forest Nominees Limited and Tanglin Capital Limited, both companies controlled by Andrew Roberto Mankiewicz OBE, a Controlling Shareholder of the Company immediately prior to Admission.

(b)   Xangbo Global Markets Pte. Ltd. is managed by Yarlun Capital (Pte.) Limited, a Singapore based fund manager, holding a Capital Markets Services License and regulated by the Monetary Authority of Singapore.

(c)   This includes shares held by IC Japan LLC and IVC Estonia OU, both of which are controlled and beneficially owned by Hirohito Namiki.

(d)   This includes shares held by IC Japan LLC and Socap Incubation Inc, both of which are controlled and beneficially owned by Takaaki Kawazoe.

The Concert Party

Ankhbold Bayanmunkh, Takaaki Kawazoe, Hirohito Namiki, Munkh-Ochir Batbayar, IC Japan LLC, Eastland Capital OÜ, KKJ Capital LLC, ICV Estonia OÜ, Socap Incubation Inc, Bridge Japan LLC and Masayoshi Itano are deemed to be acting in concert (as defined in the Takeover Code) in respect of the Company.

If the requisite resolutions are passed at the EGM and the Consideration Shares and Conversion Shares are issued by the Company to the Vendors and the Series A, Series B and Series C Convertible Loan Notes holder (including the Concert Party) upon completion of the Acquisition and the  respective Convertible Loan Notes, then assuming no further new Ordinary Shares are issued by the Company, the Concert Party would, in aggregate, hold Ordinary Shares carrying a maximum of 80.90 per cent. of the voting rights in of the Company, as set out in the table below.

Furthermore, in the event that the Convertible Loan Notes holder was to convert the Series D Convertible Loan Notes in full post Admission and no additional new Ordinary Shares were to be issued by the Company, then the Concert Party, would in aggregate, hold Ordinary Shares carrying a maximum of 81.21 per cent. respectively of the voting rights in the Company, as also set out in the table below.

Concert Party Members	Number of Consideration Shares issued	Number of Conversion shares issued under Series A, B and C Convertible Loan Notes	Number of Ordinary Shares on Admission	Percentage of the Enlarged Share Capital held on Admission	Maximum number of Conversion shares issued under Series D Convertible Loan Notes	Maximum number of Ordinary Shares post Series D conversion	Maximum percentage of the Enlarged Share Capital held post issue of the Series D Conversion Shares
Ankhbold Bayanmunkh	72,914,415	0	72,914,415	35.75	0	72,914,415	35.15
Takaaki Kawazoe	27,833,341	0	27,833,341	13.65	0	27,833,341	13.42
Hirohito Namiki	21,340,798	0	21,340,798	10.46	0	21,340,798	10.29
Munkh-Ochir Batbayar	19,851,687	0	19,851,687	9.73	0	19,851,687	9.57
IC Japan LLC	7,113,591	0	7,113,591	3.49	0	7,113,591	3.43
Eastland Capital OÜ	4,516,579	0	4,516,579	2.21	0	4,516,579	2.18
KKJ Capital LLC	2,822,862	0	2,822,862	1.38	0	2,822,862	1.36
IVC Estonia OÜ	0	6,370,434	6,370,434	3.12	3,441,139	9,811,572	4.73
Socap Incubation Inc	1,693,717	0	1,693,717	0.83	0	1,693,717	0.82
Bridge Japan LLC	282,273	0	282,273	0.14	0	282,273	0.14
Masayoshi Itano	266,771	0	266,771	0.13	0	266,771	0.13
TOTAL	158,636,033	6,370,434	165,006,486	80.90	3,441,139	168,447,605	81.21

* assuming Admission occurs on 28 February 2025 being the latest admission date permitted pursuant to the Acquisition Agreement.

Shareholders should be aware that under the Takeover Code, as the Concert Party will hold shares carrying more than 50 per cent. of the Company's voting rights, the Concert Party (or any person(s) acting in concert with it) may then acquire further shares without incurring any obligation under Rule 9 to make a mandatory offer. However, individual members of the Concert Party, namely Ankhbold Bayanmunkh who will have an interest in 35.75 per cent. of the voting rights of the Company upon Admission, will not be able to increase their percentage interest in Ordinary Shares through or between a Rule 9 threshold without Takeover Panel consent.

The Concert Party will not be restricted from making any offer for the Company in accordance with the Takeover Code should it wish to do so.

Ankhbold Bayanmunkh

Shareholders should note that if the Rule 9 Resolution is approved and the Acquisition completes, Mr Bayanmunkh will be interested in Ordinary Shares representing, in aggregate, 35.75 per cent. of the total voting rights in the Company. Accordingly, from Admission, Mr Bayanmunkh will not individually be interested in Ordinary Shares carrying more than 50 per cent. of the voting rights in the Company. Notwithstanding that, the Concert Party as a whole will hold Ordinary Shares that carry more than 50 per cent. of the total voting rights in the Company, and members of the Concert Party other than Mr Bayanmunkh could acquire an additional interest in voting rights of the Company without themselves individually (or the Concert Party) being obliged to make an offer for the Company under Rule 9 of the Takeover Code, provided they do not as a result individually acquire an interest that would oblige them to make such an offer, Mr Bayanmunkh will not be able to increase his percentage interests in Ordinary Shares following Admission without Takeover Panel consent.

The Takeover Panel has agreed to waive the obligation for the Concert Party to make a general offer to all Shareholders under Rule 9 of the Takeover Code in circumstances where that obligation would otherwise arise, as a result of the issuance of the Consideration Shares and Conversion Shares, subject to the approval of Independent Shareholders (to be taken on a poll) at an Extraordinary General Meeting of the Company. Accordingly, the Rule 9 Resolution is being proposed at the Extraordinary General Meeting to approve the Rule 9 Waiver in respect of the Concert Party. Completion of the Acquisition is conditional inter alia on the passing of the Rule 9 Resolution.

Shareholders should be aware that, if the Rule 9 Resolution is passed and the Acquisition completes, the Concert Party as a whole will hold Ordinary Shares carrying more than 50 per cent. of the total voting rights of the Company and will be able to increase its holding in the Company without incurring an obligation under Rule 9 to make a mandatory offer to the other Shareholders.

The individual members of the Concert Party have each confirmed to the Company that they are not proposing, following completion of the Acquisition and issuance of the Consideration Shares and Conversion Shares, and save as a result of the Acquisition and to the extent set out in this announcement, to seek any changes in the general nature of the Company's business. The Concert Party members have further specifically confirmed that, save as set out in the Prospectus they have no intention to change the Company's plans with respect to: (a) the composition of the Board, and, as the Company has no employees, nor the Company's plans with respect to the continued employment of employees and management of the Company and its subsidiaries (including any material change in conditions of employment) or any material change to the balance of skills and functions of the employees and management; or (b) employer contributions into any of the Company's pension schemes, the accrual of benefits for existing members, or the admission of new members. The Company is a holding company and, following completion of the Acquisition, the Concert Party have further confirmed that they have no intention to change the Company's plans with respect to: (i) the Company's future business as a holding company and its strategic and research and development plans; (ii) the location of the Company's headquarters or headquarter functions or the location of the Company's place of business; (iii) the redeployment of the Company's fixed assets; or (iv) the maintenance of the Ordinary Shares being admitted to trading on the equity shares (transition) category of the Main Market.

Under Rule 25.2 of the Takeover Code, only independent directors of the Company are able to make a recommendation to the Shareholders with respect to the proposed Rule 9 Resolution. The Board, all being independent, and cognisant of the above-mentioned intentions of the Concert Party, believe it is in the best interests of the Company that the Rule 9 Resolution be passed and hereby recommend that Shareholders vote in favour of the Rule 9 Resolution. Strand Hanson, as the Company's independent financial adviser, has provided formal advice to the Board that it considers the terms of the Proposals to be fair and reasonable and in the best interests of Shareholders and the Company as a whole. In providing its advice, Strand Hanson has taken into account the Board's commercial assessments. In accordance with the requirements of the Takeover Code, members of the Concert Party are not permitted to vote on the Rule 9 Resolution and in any event do not hold any interest in Existing Ordinary Shares as at the date of the Prospectus.

Notice of Extraordinary General Meeting

An Extraordinary General Meeting ("EGM") of the Company will be held at at 9.00 a.m. on 11 February 2025 at 9.00 a.m.

The Notice of EGM and details of the matters to be considered at the meeting, which includes inter alia shareholder approval for the Rule 9 waiver, change of Company name and adoption of amended articles of incorporation, is contained within the Prospectus.

Resolution 1: Rule 9 Resolution

To consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

THAT, the waiver granted by the Takeover Panel of the obligation that would otherwise arise for the members of the Concert Party or Mr Bayanmunkh individually to make a general offer for the entire share capital of the Company not held by them as a result of the issue of 177,840,000 Consideration Shares to them pursuant to the Acquisition Agreement and the issue of up to 9,811,572 Conversion Shares to ICV Estonia OÜ under the Convertible Loan Notes, be and is hereby approved.

In order to comply with the Takeover Code this Resolution 1 will be taken on a poll and each of the members of the Concert Party (none of whom in any event currently hold any interest in any shares in the Company) will not be eligible to vote on such resolution.

Resolution 2: Change of Company name

To consider, and if thought fit, pass the following resolution as a Special Resolution:

THAT, the registered name of the Company be changed to ICFG Limited.

Resolution 3: Adoption of Amended Articles

To consider and if thought fit, pass the following resolution as a Special Resolution:

THAT articles 20.2 and 20.3 of the Company's articles of incorporation be deleted in their entirety and replaced with the following:

"20.2 Subject to Article 20.1, the Board shall have power at any time to appoint any person to be a Director either to fill a casual vacancy or as an addition to the existing Board but so that the total number of the Board shall not at any time exceed the number (if any) fixed pursuant to these Articles.

20.3 Subject to Article 20.1, at each annual general meeting of the Company held after the first anniversary of the Company's first Acquisition all Directors shall retire from office and be eligible for re-appointment by the Members by Ordinary Resolution."

A summary of the proposed changes to the current Articles of the Company is set out in the Prospectus. A copy of the Articles and the proposed Amended Articles, marked to show all changes proposed, will be available for inspection, if practicable, during normal business hours (excluding Saturdays, Sundays and bank holidays) at the Company's registered office and on the Company's website from the date of this Notice until the close of the meeting.

Further Information

Shareholders should read the whole of the Prospectus which provides additional information on the Company and the Acquisition Agreement and should not rely on summaries of, or individual parts only of the Prospectus.

Action to be Taken

A Form of Proxy is enclosed for use by Shareholders at the Extraordinary General Meeting. Shareholders are asked to complete, sign and return the Form of Proxy by post or hand to the Registrar, at PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL as soon as possible and in any event not later than 9.00 a.m. on 7 February 2025. You may not use any electronic address provided within this notice or any related documents (including the Form of Proxy) to communicate with the Company other than as expressly stated.

To give an instruction via the CREST system, CREST messages must be received by the issuer's agent (ID number RA10) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid an appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Recommendation

The Board, all being independent of the Vendors, having been so advised by Strand Hanson, consider the approval of the Proposals to be fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In providing its advice to the Board, Strand Hanson has taken account of the commercial assessments of the Board. Accordingly, the Board unanimously recommends that Shareholders vote in favour of all of the Resolutions.

 

END