LONDON, UK: Dispersion Holdings, an incubator specialising in decentralised finance (DeFi), has proposed acquisition of Accru Finance Ltd, which plans to launch the first internationally-regulated and insured platform for the trading and yield farming of cryptocurrencies, for a consideration of £8.75m to be satisfied by the issue of 250 million new ordinary shares in Dispersion.
The acquisition is the biggest corporate investment by the Company since its IPO and on completion, Accru Finance’s sellers will hold 28.9% of the enlarged share capital of the Company.
The deal is subject to the approval of the Company’s shareholders at a general meeting to be held on 26 October 2021.
Background to and rationale for the acquisition:
Dispersion was incorporated to identify investment opportunities in various high growth sectors and joined the AQSE Growth Market on 30 April 2021. The Company specialises in decentralised finance, a disruptive technology that uses the blockchain and cryptocurrencies to remove financial intermediaries from transactions. To date it has made initial investments in NFT investments plc, ePIC Blockhain Technologies, Inc., Defy1 SAS, Sporting Icons Ltd, Blimp Technologies Inc. and DeFi Yield Technologies Inc.
Accru, is registered in the UK and was founded in January 2021 to provide a regulated and consumer-facing platform that enables cryptocurrency traders to access high yields being generated from lending out digital assets worldwide. www.aqru.io
The platform, which will also be available to institutional investors, makes the conversion of fiat to cryptocurrency simple and understandable while also paying market leading yields on assets held. Customers can choose from stable investments pegged to the US dollar or Euro, or aim for growth with Bitcoin and Ethereum. Unlike other platforms, rewards accrue in real-time and can be withdrawn daily.
Dispersion believes that there is potential for significant returns to be generated by cryptocurrency deposits, with market participants willing to pay high levels of interest to borrow assets they struggle to access via traditional means.
Accru was co-founded by Philip Blows and Digby Try, who will join the Company’s Board of Directors to advise on the oversight of Accru’s operations following the acquisition, subject to completion of the requisite regulatory procedures. Mr Blows will succeed Mike Edwards as chief executive while Mr Edwards will become executive chairman.
Philip Blows has 16 years’ experience within regulated leadership positions in the fintech and asset management sectors. Initially working as a trader and investment manager, he built portfolios for retail and institutional investors and scaled up an online investment platform for currency broker, Moneycorp. Phil sat on a board of leading UK robo-adviser, Wealth Wizards, where he was involved in the product development and scale-up of their automated investment solution across the UK to thousands of retail customers. Phil is a graduate of the University of Geneva where he completed his MBA and graduated top of his class. He is passionate about improving the world’s financial health and is the author of The Money Triangle, proceeds of which support various financial education charities.
Digby Try has more than 20 years’ experience in currency, payments and fintech sectors. Having started his career with HiFX (now XE.com) and Moneycorp, he went on to spend seven years as EMEA Sales Director at Currency Cloud (acquired by Visa for £700m). More recently, as Global Head of Sales at OpenPayd, Digby specialised in delivering fiat banking rails to the crypto industry, working with many of leading exchanges. Digby is a graduate of the University of East Anglia where he studied Economics & Philosophy.
Accru owns the entire share capital of two subsidiaries; Accru Digital Assets Ltd, registered in Republic of Ireland, and Accru Finance Ltd in Bulgaria. Accru does not yet have approval from the Financial Conduct Authority (FCA) to operate in the UK and will not offer its services in the UK or any other territory where it would be unlawful to do so. Accru will use its platform in Bulgaria to further develop its business until it receives operational approval in the UK. The platform expects to launch in November 2021 within permitted jurisdictions and will launch in the UK subject to FCA approval.
Accru will operate as a standalone business of which Dispersion will have full ownership, oversight and control, leveraging the experience and operational skills of the Company’s Board to accelerate and maximise Accru’s profit opportunity. Dispersion aims to position Accru as a retail DeFi arm for the Company with a strategy to introduce a corporate DeFi arm which will run separately.
Commenting on the proposed acquisition, Mike Edwards, chief executive of Dispersion Holdings, said: “Accru provides a state-of-the-art service to streamline and democratise access to the rapidly growing market for digital currencies while providing a safe and regulated environment to harness their high yield opportunities. The acquisition is a major step forward for Dispersion and is in line with our long-term strategy to back disruptive new ventures with the potential to generate significant returns for the Company.”
Philip Blows, co-founder of Accru Finance Ltd, said: “We are delighted with the support from Dispersion Holdings, which is at the fore-front of capitalising on the DeFi revolution and the huge market opportunities being opened up by innovative new companies such as Accru Finance. I look forward to working with Dispersion with great excitement and anticipation.”
Terms of the deal
Under the terms of the proposed acquisition, the Company will pay £8.75m for Accru, to be satisfied by the allotment and issue of 250 million shares in the Company at 3.5 pence per share. On completion of the Acquisition, the Sellers will hold 28.9 per cent of the enlarged issued share capital of the Company, which will comprise 862,500,000 shares.
Furthermore, 75 per cent of the new shares to be issued to the sellers will be subject to a 12-month lock in period.
The acquisition is conditional on receiving approval from Dispersion’s shareholders. A notice convening a General Meeting together with resolutions seeking approval from shareholders was posted to shareholders on 08 October 2021. The meeting is to be held at Fladgate LLP, 16 Great Queen Street, London, WC2B 5DG at 11.00 a.m. on 26 October 2021.