Fintech Asia publishes prospectus for reverse takeover of ICFG

LONDON: Fintech Asia (LON:FINA) has announced the publication of a prospectus for its proposed acquisition of ICFG Pte. Ltd. The acquisition follows a heads of terms agreement made on March 14, 2023.

Upon completion, Fintech Asia will acquire all shares of ICFG and hold the entire issued share capital of the target company. The acquisition will be completed by issuing 177,840,000 new ordinary shares in Fintech Asia at 64 pence per share.

ICFG controls subsidiaries across financial services, investment banking, AI and IT services, and real estate, with operations in Singapore, Mongolia, Kyrgyzstan, Kazakhstan, and Uzbekistan. ICFG’s most significant business, InvesCore NBFI JSC, combines traditional microfinance with fintech innovation and is publicly traded on the Mongolian Stock Exchange, valued at approximately 550.9 billion MNT ($160.9 million).

InvesCore Capital LLC, a subsidiary of ICFG, supports tech-driven companies and has underwritten approximately $141.3 million since its inception. AI Lab LLC focuses on developing fintech solutions using AI, while InvesCore Property LLC manages real estate.

The acquisition, a reverse takeover under UK Financial Conduct Authority listing rules, is conditional on shareholder approval at an Extraordinary General Meeting on February 11, 2025. Fintech Asia plans to change its name to ICFG Limited following the acquisition’s completion. Key leadership appointments post-acquisition include Ankhbold Bayanmunkh as Executive Chairman, Hirohito Namiki as Executive Director, and Amar Lkhagvasuren as Non-Executive Director.

Oliver Fox, CEO of Fintech Asia, expressed excitement over the potential of ICFG’s innovative financial solutions to create value for shareholders. He stated, “ICFG’s focus on the microfinance sector employs advanced information technology solutions to offer competitive advantage and a scalable business model…ICFG has recently begun expansion into other Central Asian markets with the goal of improving the quality of life in emerging economies.”

The Extraordinary General Meeting is scheduled for 9:00 a.m. on February 11, 2025, and if approved, Fintech Asia’s ordinary shares will commence trading on the London Stock Exchange on February 12, 2025, at 8:00 a.m.

Fintech Asia agrees terms to acquire InvesCore Financial Group