LONDON, UK: Fintech Asia (LON:FINA), a company established to acquire one or more companies or businesses in the financial technology sector, has entered into a heads of terms to acquire the entire issued share capital of InvesCore Financial Group.

InvesCore Financial is a group of companies with its primary operations in the micro-finance sector, offering loans and investment products to businesses and individuals, primarily in Asia, and has developed technologies, including a mobile application, to sell certain of its product lines.

The Heads of Terms are non-binding save for, inter alia, the break fee further described below, exclusivity restrictions that cover both InvesCore and the Company engaging in discussions or agreements with third parties on alternative transactions, and other customary terms of an agreement of this nature, such as confidentiality and governing law.

Under the Heads of Terms, it is the current intention of the parties that the consideration for the Proposed Acquisition shall be satisfied by the issue of ordinary shares in Fintech Asia equivalent to not less than 80% and not more than 90% of the total share capital of Fintech Asia, as enlarged by the Proposed Acquisition, to the vendors at an issue price to be agreed between each party.

Commenting Oliver Fox, CEO of Fintech Asia, said: “We are delighted to have signed the Heads of Terms with InvesCore. It is an exciting business that meets the characteristics we have been looking for. We are currently working hard to complete our due diligence and progress the acquisition, including the required prospectus, and I look forward to making further announcements as matters progress.”

Completion of the Proposed Acquisition is subject to various conditions, including the completion of appropriate due diligence, the entering into of a sale and purchase agreement, the approval of Fintech Asia shareholders at a general meeting to be convened in due course and the publication of a prospectus by Fintech Asia prepared in accordance with the Prospectus Regulation Rules made under section 73A of the Financial Services and Markets Act 2000 (as amended) and approved by the FCA under section 87A of Financial Services and Markets Act 2000 (as amended). Should the Proposed Acquisition complete, the Company would apply for the re-admission of its enlarged share capital to the Standard Segment of the Official List maintained by the FCA and readmitted to trading on the Main Market of the London Stock Exchange. The Heads of Terms include a long stop date for the entering into a definitive sale and purchase agreement of 31 December 2023.