FAIRFX Group PLC Further re. Acquisition of Q Money Limited (3065Z)
May 16 2019 - 9:41AM
UK Regulatory
TIDMFFX
RNS Number : 3065Z
FAIRFX Group PLC
16 May 2019
FairFX Group plc
("FairFX" or "the Group" or "the Company")
Further re. Acquisition of Q Money Limited
&
Issue of Equity
Further to the Company's announcement on 19 January 2017
regarding its agreement to acquire the entire issued ordinary share
capital of Q Money Limited ("Q Money") with its associated e-money
licence (the "Acquisition"), FairFX announces that following
achievement of certain performance milestones, the Company has
agreed to pay GBP500,000 as deferred consideration in accordance
with the sale and purchase agreement. Further and final
consideration of up to GBP0.325 million may be payable in future,
subject to the achievement of a final performance condition in 2020
and a further announcement will be made in due course.
As agreed at the time of the Acquisition, the deferred
consideration is payable in new ordinary shares of 1p each in the
Company ("Consideration Shares") at a price of 43.5p per share,
equating 1,149,424 Consideration Shares. The Acquisition has proved
to be an important milestone in the evolution of FairFX, enabling
diversification of the Group's operations using its e-money licence
which underpins the Group's digital banking products as well as
rationalisation of the Group's supply chain including direct
membership of Mastercard for self-issuance of cards.
The Consideration Shares will be subject to the same five-year
orderly market period as the initial consideration shares issued,
which commenced on 19 January 2017. Tony Quirke, CFO of FairFX and
founder of Q Money, is to be issued with 815,988 Consideration
Shares which will be subject to a 12-month lock-in period following
Admission, in addition to the orderly market restriction. As a
result of these arrangements the vendors of Q Money are no longer
entitled to the 20% economic interest in Q Money referred to in the
19 January 2017 announcement.
Application has been made for the Consideration Shares to be
admitted to trading on AIM ("Admission). Following Admission, the
Company will have 164,017,683 ordinary shares of 1p each in issue
admitted to trading on AIM. The Company holds no shares in
Treasury. Accordingly, the above figure (164,017,683), may be used
as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the Company under the FCA's Disclosure
Guidance and Transparency Rules.
For further information, please contact:
FairFX Group plc
Ian Strafford-Taylor, CEO +44 (0) 20 7778 9308
Cenkos Securities plc
Max Hartley / Callum Davidson +44 (0) 20 7397 8900
Nick Searle
Canaccord Genuity
Bobbie Hilliam / David Tyrrell
Alex Aylen +44 (0)20 7523 8150
Yellow Jersey PR
Charles Goodwin
Joe Burgess +44 (0) 7747 788 221
Annabel Atkins +44 (0) 7769 325 254
About FairFX Group
FairFX is a leading challenger brand in banking and payments
that disintermediates the incumbent banks with a superior customer
experience (CX) and low-cost operating model. Our business enables
personal and business customers to make easy, low-cost payments
both domestically and in a broad range of currencies and across a
range of products all via one integrated system. The FairFX
platform facilitates payments either direct to Bank Accounts or at
35 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 provides money movement services to both personal and
business customers through four channels: Currency Cards, Physical
Currency, International Payments and Bank Accounts. The Currency
Card and Physical Currency offerings facilitate multiple overseas
payments at points of sale and ATM's whereas the International
Payments channel supports wire transfer foreign exchange
transactions direct to Bank Accounts. For Corporates, FairFX has a
market-leading business-expenses solution based around its
corporate platform and prepaid card. This service can yield
significant savings on a Corporate's expenses and procurement both
domestically and overseas, through better controls and improved
transparency. The platform also streamlines the downstream
administrative processes and integrates into accounting software,
thus saving costs. FairFX offers retail and business bank accounts
with all the functionality you would expect from a bank, namely
faster payments, BACs, direct debits, international payments and a
debit card.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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