TIDMZAIM
RNS Number : 9493V
Adalan Ventures PLC
07 December 2023
Not for release or distribution, directly or indirectly, within,
into or in the United States or to or for the account or benefit of
persons in the United States, Australia, Canada, Japan or any other
jurisdiction where such offer or sale would violate the relevant
securities laws of such jurisdiction.
For Release at 7 am
7 December 2023
Adalan Ventures Plc
("Adalan" or the "Company")
Reverse Takeover
Adalan Ventures plc (the 'Company' or 'Adalan') is pleased to
announce that it has reached agreement on a non-binding basis for
the acquisition of entire issued share capital of two operating
businesses in the financial technology sectors via a reverse
takeover ('Acquisitions').
The Board of the Company has considered a variety of potential
opportunities, focused on the Fintech industry with a preference
for inclusive projects with good ESG credentials and/or created
Social Impact. The Board believe the proposed Acquisitions meet
these goals. With the targets selected having complementarity
technologies, which when combined have potential to create
significant synergies.
The two target businesses are Topos Network Pte. Ltd ('Topos')
and Re-Lender S.P.A ('Re-Lender'). The Board believes that
combining with these two businesses will give the Company the
opportunity to create one "world unique end-to-end financial
infrastructure" that provides to "now unbankable" people, living
both in developed countries and even in poor rural areas of
developed world, access to proper bank accounts, to digital
financial services and directly link them.
Background information on Topos
Singapore based Topos develops and extends a financial
technology suite that allows the creation and management of last
mile banking networks in frontier markets. Topos licenses its
technology to newly established equity joint ventures with local
stakeholders and supervised financial institutions to operate in
target markets retaining a minority stake in such joint
ventures.
Topos's proprietary technology allows for the creation and
operation of digital last mile banking that is able to open and
operate micro accounts by GSM and/or low-tech mobiles to now
unbankable people living below the threshold of 5U$D per day. This
technology is suited to unserved rural areas of developing
countries where lack of data grids is a barrier to more traditional
digital providers.
Topos's platform in the last 2 years has managed to:
-- Attract 680,000 new clients accounts in 24 months;
-- Pull more than 320,000 clients up to "Credit grade" level; and
-- Forged relationships with 46,000 bank agents.
Topos has to date principally focused on Sub-Saharan Africa but
has recently begun forging relationships with local banks in a
number of other countries and is the process of establishing joint
ventures with local banks in Middle East and North Africa region
and Latin America and Southeast Asia. These joint ventures will be
locally licensed "Last mile banks".
Topos's technology suite enables its users to connect with
family members who are part of their diaspora in developed world to
facilitate access to credit.
However, Topos lacks the regulatory permissions to directly
access clients in the "Sending side" of money transaction and this
is an important benefit in the proposed combination of the Company
with Re-Leder and Topos. This is through the relationship with
Re-Lender which operates a fintech lending platform in Italy.
Background information on Re-Lender
Re-Lender began operating in 2020 and achieved breakeven point
after few months and has since then has been operating profitably.
By integrating its own authorisations and the authorisations of
third parties, Re-Lender has rapidly built a successful business
ecosystem with 35,000 permanent investors, a track record of EUR 40
million in transactions and has a significant pipeline of potential
future opportunities.
RE-Lender has been recognised by the Politecnico di Milano
crowdfunding report as the lending crowdfunding platform - with a
broader focus beyond real estate - in terms of fundraising,
emphasising its impactful presence in the industry in Italy.
Following completion of the Acquisitions, the Company plans to
integrate the Re-Lender business with Topos's platform to allow
Topos to directly access its clients.
The Company's aim is that the integration of Re-Lender and Topos
as part of Adalan's business will help them realise their potential
and create the "end to end" financial infrastructure that will
allow direct connection between people and organizations in
developed countries with people and organizations in developing
countries.
The Company has signed a term sheet with Topos and Re-Lender and
their significant shareholders regarding the Acquisitions ('Term
Sheet') that was inter alia conditional on completing a fundraise
which the issue of shares announced on 14 November 2023 and an
unsecured loan of GBP163,580 from Re-Lender more details of which
are below.
Under the Term Sheet, subject to various conditions the Company
has agreed to acquire 100% of outstanding capital of Topos in
exchange for 452.5 million shares of Adalan for an approximate
value of GBP33.9 million. The Company has also agreed to acquire
the entire issued share capital of Re-lender in exchange for the
issue of 230.3 million shares in Adalan for an approximate value of
GBP17.3m. These values are based upon the expected financial
results for the year ended 2023 and are subject to due
diligence.
Under the Term Sheet the Company, Re-Lender S.P.A and Topos will
use their reasonable endeavours to complete the Acquisitions, the
readmission of Company's issued share capital to the Standard
Segment of the Official List and a placing. However, the
transaction remains subject to due diligence, regulatory consents
and other conditions.
As the FCA have classed the Company as a "Shell Company" and
there is insufficient publicly available information about the
proposed Acquisitions, the Company has decided to request a
suspension of its shares pursuant to LR 5.6.8 and therefore trading
in the Company's shares on the Main Market of the London Stock
Exchange and their admission to the Official List have been
temporarily suspended.
A further announcement regarding the Acquisition will be made as
and when appropriate.
Further information can be found at the corporate website:
https://adalanventures.com/
Topos Network - The bank for one billion people and
RE-LENDER - Reconversion Crowdfunding (relender.eu)
Enquiries:
Adalan Ventures Plc
Siro Cicconi
Tel: +44 (0) 73 9377 9849
Optiva Securities Limited
Vishal Balasingham Tel: +44 (0) 20 3137 1902
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
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END
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