29 SEPTEMBER 2022

This announcement contains inside information as stipulated under the UK version of the Market Abuse Regulation (EU) No. 596/2014 which is part of English Law by virtue of the European (Withdrawal) Act 2018, as amended.  On publication of this announcement, this information is considered to be in the public domain.

FIINU PLC

("Fiinu" or the "Company" or the "Group")

Interim results for the six months ended 30 June 2022

Fiinu (AIM: BANK), a fintech company and creator of the Plugin Overdraft®, announces its unaudited half-year results for the six months ended 30 June 2022. 

FIINU PLC

Unaudited Half-Year Results for the six months ended 30 June 2022

PREFACE

Introduction by founder, Dr Marko Sjoblom

We have come a long way in five years, and I am proud to have this opportunity to introduce Fiinu, a fintech group including Fiinu Bank, which is authorised by the Bank of England's Prudential Regulatory Authority[2].

Our mission is to start a new era of banking and to revolutionise how people manage their finances, creating better financial inclusion and increasing financial flexibility for consumers.

We are currently focused on building a Bank Independent Overdraft® platform for Fiinu Bank, which will promote its flagship banking product in the UK - its Plugin Overdraft®, which will give consumers access to an overdraft facility without the need to switch banks and current accounts. It will also help to build credit and avoid rejection stress.  

We have obtained evidence that the current macroeconomic environment, rising inflation, and cost-of-living crisis is resulting in more demand for an overdraft, and that the gap between supply and demand of overdraft credit is widening in many markets.   

Background

The journey to where we are today begun when we met with the Bank of England regulators five years ago and discussed Clayton Christensen's disruptive innovation theory in relation to creating a new bank independent overdraft market.

We presented a thematic analysis and details on how to technically unbundle overdrafts from current accounts without anyone needing to switch banks - extending access to a broader population and improving financial inclusion. The Fiinu business model is based on this. It is technology-led and enabled by Fiinu Bank, using Open Banking to improve consumer outcomes in the lending sector.

Customers will be able to link multiple bank accounts to their dedicated Fiinu Bank overdraft account through Open Banking application programming interfaces (APIs). The underwriting process is also led by Open Banking, as opposed to conventional underlying risk-based underwriting methods.

Overdraft Market Reform

In 2019, FCA research suggested that 62% of the population used some form of overdraft at least once per annum. However, in 2020, the Financial Conduct Authority (FCA) introduced one of the biggest reforms in the overdraft market, which led to the removal of the unarranged overdraft.

Research by the FCA in 2022 showed that over the last four years, the number of personal current accounts in the UK has increased by 15%, from 87 million to over 100 million. However, approximately 80% of these accounts do not have access to an overdraft.

The removal of the unarranged overdraft did not remove the demand for credit but led some consumers to seek alternatives such as, store cards, catalogue credit, and 'buy now pay later'. Research by the FCA in 2017 suggested that the credit scores of people who used these types of non-bank products worsened significantly.

Access to Fiinu's Plugin Overdraft® can help individuals begin to build their credit profiles through the provision of a credit limit by a bank lender rather than less mainstream providers.

Financial Inclusion

According to Experian (October 2021), the presence of an arranged overdraft in a credit file can improve the credit rating if consumers use it sensibly. Fiinu Bank's Open Banking-led underwriting model is based on the principle that overdraft limits will be provided to those who can demonstrate an ability to make repayments within a reasonable time without adversely impacting their overall financial well-being or needing to borrow more elsewhere to repay Fiinu.

Over the past 12 months, circa 10% of newly opened personal current accounts in the UK include an agreed overdraft. Fiinu Bank is adopting a sophisticated approach to assess affordability and to set credit limits, thereby potentially enabling it to extend its overdraft credit to a substantially wider population than traditional banks.

Outlook and the Year Ahead

We are optimistic about the outlook and the year ahead. We have achieved a sequence of critical milestones, including the granting of a restricted banking licence, admission to the public market, and securing £14m of funding in challenging market conditions. We will provide further updates on our progress periodically, as we continue to meet our milestones during the mobilisation phase of Fiinu Bank.

Dr. MARKO SJOBLOM

DIRECTOR FIINU PLC

29 September 2022

Business update by Chief Executive Officer, Chris Sweeney

OVERVIEW

I am delighted to have this, my first opportunity to report to you as CEO of this truly innovative business. In this statement I will outline what it is that we are working on, what the key milestones and steps are that must be achieved in order to progress our business plan and finally, an overview of the financials for the six months ended 30 June 2022, though it should be clearly understood that these financials are those of an enterprise that ceased to have any business activity in May 2022 and changed entirely upon the reverse take-over with Fiinu that took place on 8 July 2022.

Mobilisation

An essential component of our business plan is the mobilisation process that encompasses a period, expected to be a year, were our deposit-taking permission is restricted while we complete the remaining build out of our bank. This period is vital to our plans as it allows us the time to recruit colleagues, build and test our new technologies, commit to third-party suppliers and secure further investment. Whilst still at an early stage in the process, I am pleased to report that we have made encouraging progress in recruiting key people and contracting with our critical technology partners.

The Management Team & the Board

We continue to build our people capability and we have made really pleasing progress with a number of key Management and Executive hires.  I am delighted to have such an experienced team supporting me at executive and management levels and also a Board comprising an impressive blend of experience from banking, public company management and governance. This team will be key to the success of Fiinu over the coming months and years and I am looking forward to working with them all over that time.

Having this month completed the composition of the Board and Executive Management Team, focus now moves to the remaining management roles required.  We are actively recruiting the necessary business capabilities across, customer service, operations, finance, risk, compliance and HR.  This is also supported by a number of short-term contractors to support our mobilisation and technology programme delivery.

Technology

Fiinu will be using best in class technology in all its functions. Prior to our authorisation the team has worked to identify and assess our key technology partners that are essential to support the delivery of our business model.  A number of which we have already contracted with to build the necessary technology 'stack' and the front-end customer facing applications. Amongst the most critical components are (a) open banking connectivity (b) decision engine (c) customer mobile application (d) banking platform.  The build and configuration of these technology components has commenced and we look forward to providing further updates on our progress against our key milestones.

Property

Up until now Fiinu has developed on an entirely virtual basis as befits any technology enable neo-bank working through a global pandemic. I am therefore delighted to announce that this month we have taken occupancy of our new offices in Camberley, Surrey.  Whilst the business will continue to work flexibly this new office will act as our new HQ and will give us the anchor site to host our customer service and operational capabilities. 

Auditors

We thank Nexia Smith & Williamson, now Evelyn Partners, for their highly professional support over the recent years for Immedia. The change in business to that of a banking group necessitates the move required and we are pleased to welcome Mazars as auditors for Fiinu PLC and its subsidiaries going forward.

EVENTS SINCE THE START OF 2022

Whilst it is of critical importance to focus on the future of Fiinu and the work that we need to do in order to achieve that future and maximise the opportunity for our shareholders, we must record the events of 2022 from a reporting perspective for the Fiinu entity which, until 8 July 2022, was known as Immediate Acquisition PLC and before that, up until 5 May 2022, as Immedia Group PLC.

In the six months the key events were as follows:

·    Disposal of wholly owned subsidiary, Immedia Broadcast Limited, for a total consideration of £2.0 million comprising £1.718 million paid on completion of the disposal on 9 May 2022 with the balance of £282,000 payable in 12 equal monthly instalments, beginning one month after completion;

·    Executive Directors, Ross Penney and John Trevorrow, stepped down on 9 May 2022;

·    The Company name was changed to Immediate Acquisition Plc.; and,

·    Remaining assets disposed of comprised the Sprift Loan for cash consideration of £1.05m and the sale of the investment in Audioboom in June. 

POST-PERIOD END EVENTS

Since the Group's Admission to Trading on AIM on 8 July 2022, we have been absolutely focused on the key activities that we have to complete during the mobilisation phase. I am pleased to report that good progress has already been made, including the selection of Tuum as the core banking platform to power the Group's Plugin Overdraft® and various hires to strengthen our control functions and operational resilience. The Group is making good progress with various other mobilisation activities and I look forward to updating shareholders on these developments in due course.

 CHRIS SWEENEY

CHIEF EXECUTIVE OFFICER

29th September 2022

FIINU PLC                                

(Fiinu, the Company or the Group) Unaudited Half-Year results for six months ended 30 June 2022

Consolidated statement of comprehensive income 

 Consolidated statement of financial position

Consolidated statement of cash flows 

*Comparative figures have been reclassified to reflect the correct loss on discontinued operations and to reflect the reclassification of realised gains to revenue for the six months to 30 June 2021

Consolidated statement of changes in equity

Attributable to equity shareholders of the company

NOTES TO THE FINANCIAL STATEMENTS

Financial information contained in this document does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006 ("the Act").  The statutory accounts for the year ended 31 December 2021 have been filed with the Registrar of Companies.  The report of the auditors on these statutory accounts was unqualified, did not draw to any matters by way of emphasis and did not contain a statement under section 498(2) or (3) of the Act.  The financial information for the six months ended 30 June 2022 and 30 June 2021 is unaudited.

This announcement was approved by the Board on 29 September 2022.

1. Reporting entity

Fiinu Plc (the "Company" or, the "Group") is a public limited company incorporated and domiciled in England and Wales.  The address of the Company's registered office, and its principal place of business, is Wellington Way, Brooklands Business Park, Weybridge, KT13 0TT, UK.  The consolidated financial statements of the Company as at and for the six months ended 30 June 2022 comprise the Company and its subsidiaries (together referred to as the "Group").

Fiinu, founded in 2017, is a fintech group, including Fiinu Bank, authorised by the Bank of England. Fiinu's Plugin Overdraft® is an unbundled overdraft solution which allows customers to have an overdraft with Fiinu Bank without changing their existing bank. The underlying Bank Independent Plugin Overdraft® technology platform is bank agnostic, allowing Fiinu to serve all other banks' customers. Open Banking allows Fiinu's Plugin Overdraft® to attach ("plugin") to the customer's primary bank account, no matter which bank they may use. Fiinu's vision is built around Open Banking, and it believes that it increases competition and innovation in UK banking. Fiinu's business became that of Fiinu PLC, formerly Immediate Acquisition PLC, only following the end of the half-year on 8 July 2022.

2. Basis of preparation

The interim financial information in this report has been prepared using accounting policies consistent with IFRS as adopted by the United Kingdom.  IFRS is subject to amendment and interpretation by the International Accounting Standards Board (IASB) and the IFRS Interpretations Committee and there is an ongoing process of review and endorsement by the United Kingdom.  The financial information has been prepared on the basis of IFRS that the Directors expect to be adopted by the United Kingdom and applicable as at 30 June 2022.  The Group has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing the interim financial information.

3. Significant accounting policies

The accounting policies set out in detail in note 2 of the Group's consolidated financial statements to 31 December 2021 under its previous name of Immedia Group PLC  have been applied consistently to these unaudited financial statements to 30 June 2022, with the exception of the adoption of new or amended standards which have become applicable for accounting periods commencing on or after 1 January 2022.  There are no new standards or amendments to standards which are material to the accounts for the half year ended 30 June 2022.

a)     Discontinued business

IFRS 5 Non-current Assets Held for Sale and Discontinued Operations outlines how to account for non-current assets held for sale (or for distribution to owners). In general terms, assets (or disposal groups) held for sale are not depreciated, are measured at the lower of carrying amount and fair value less costs to sell and are presented separately in the statement of financial position. Specific disclosures are also required for discontinued operations and disposals of non-current assets.

The sum of the post-tax profit or loss of the discontinued operation and the post-tax gain or loss recognised on the measurement to fair value less cost to sell or fair value adjustments on the disposal of the assets (or disposal group) is presented as a single amount on the face of the statement of comprehensive income. If the entity presents profit or loss in a separate statement, a section identified as relating to discontinued operations is presented in that separate statement. [IFRS 5.33-33A].

Detailed disclosure of revenue, expenses, pre-tax profit or loss and related income taxes is required either in the notes or in the statement of comprehensive income in a section distinct from continuing operations. [IFRS 5.33] Such detailed disclosures must cover both the current and all prior periods presented in the financial statements. [IFRS 5.34]

4. Events in the six months ended 30 June 2022

Highlights

·   Disposal of the wholly owned and only active subsidiary, Immedia Broadcast Limited, for a total consideration of £2.0 million comprising £1.718 million paid on completion of the disposal on 9 May 2022 with the balance of £282,000 payable in 12 equal monthly instalments, beginning one month after completion

·   Executive Directors, Ross Penney and John Trevorrow, left the Board on 9 May 2022

·   Change of Company name to Immediate Acquisition Plc.

·   Disposal of the Sprift Loan for cash consideration of £1.05m on 6 June 2022

·    Disposal of the investment in Audioboom for net proceeds of £0.9m in June 2022. 

Immedia Broadcast Ltd ("IBL")

Owing to the cost of operation, the previous Board determined in 2022 that IBL would trade more efficiently without the financial and regulatory burden of being traded on AIM and the Group therefore sought expressions of interest from third parties.  None of these was at a level commensurate with the trading prospects of IBL so, having received shareholder approval, on 9 May 2022 the Group sold IBL to AVC Immedia Limited, a company led by CEO Ross Penney.

Sprift Loan

On 15 July 2021 the Company entered into a cost recovery agreement with Sprift Technologies Limited ("Sprift") supported by a loan to Sprift of £1.05m.

On 6 June 2022 the Company disposed of the £1.05m Sprift Loan to Mark Horrocks for £1.05m in cash consideration. This was a related party transaction pursuant to AIM Rule 13 and the directors at that time having consulted with the Company's nominated adviser, believed that the terms of the disposal were fair and reasonable insofar as shareholders are concerned. 

5. Discontinued business and assets held for sale

Per IFRS 5 - Discontinued business and assets held for sale the individual line items of the business that has been deemed 'held for sale' are presented on the face of the income statement as one line set out as 'Discontinued business' and the assets and liabilities of that business presented on the statement of position as two single lines namely 'assets of business held for sale' and 'liabilities of business held for sale'. The only active business within the Group at 1 January 2022 was that of the wholly owned subsidiary Immedia Broadcasting Limited (IBL) which was sold in May for a total consideration of £2million.

Set  out below are the individual lines that are summarised within the Income statement by the line "Net profit / (loss) arising from the disposal of assets held for sale".

6. Post balance sheet date events

Following the disposal of Immedia Broadcast Limited, announced 21 April 2022 and the sale of the Sprift loan in June, the Company became an AIM Rule 15 cash shell further supported by the sale for cash of the investment in Audioboom plc and, as such, was required to make an acquisition or acquisitions which constitute(s) a reverse takeover under AIM Rule 14 (including seeking re-admission as an investing company (as defined under the AIM Rules)). Subsequently, the Board agreed on 9 June to propose the acquisition of Fiinu holdings Limited which was approved by shareholders at the general meeting held on 1st July with the transaction completed on 8 July 2022. On completion day the Company adopted new Articles of Association, changed its name to Fiinu PLC and its London Stock Exchange mnemonic to "BANK" and appointed new Board directors. Tim Hipperson (Non-Executive Chairman) and Mark Horrocks (Non-Executive Director) stepped down from the Board of Directors whilst Simon Leathers remained as a non-executive director to be joined by the new appointees:

·    David Hopton - Non-Executive Chairman

·    Chris Sweeney - Chief Executive Officer

·    Marko Sjoblom - Founder and Executive Director

·    Philip Tansey - Chief Financial Officer

·    Jerry Loy - Independent Non-Executive Director and,

·    Huw Evans - Independent Non-Executive Director.

The Company successfully raised £8.01 million (before expenses) via a placing of 40,050,000 new ordinary shares at an issue price of 20 pence per share (the "Placing"). The net proceeds of the Placing will be used in combination with the Company's existing capital resources for regulatory capital, investment in technology and general operating expenses. The number of shares in issue immediately after Admission is 265,131,861 giving the Company a market capitalisation of approximately £53 million at the issue price of 20 pence per share. The Company holds no shares in treasury.

7. Earnings per share

The basic and diluted earnings per share are calculated using the after tax loss attributable to equity shareholders for the financial period of £95,614 (30 June 2021: loss £427,730; 31 December 2021: loss £438,597) divided by the weighted average number of Ordinary shares in issue in each of the relevant periods: 30 June 2022: 37,581,844 shares (30 June 2021: 34,627,923 shares and 31 December 2021: 37,581,844 shares).  For the year-ended 31 December 2021 the opening number in issue was 25,581,844 and with 12,000,000 issued in the year the closing number was 37,581,844. For the period to 30 June 2022 and the year to 31 December 2021 and period to 30 June 2021 and in accordance with IAS 33, the diluted loss per share is stated as the same amount as basic as there is no dilutive effect.

8. Share capital

Allotted, issued and fully paid:

Following the end of the half-year on 8 July a further 227,550,017 shares, comprising 40,050,000 placement shares and 187,550,017 consideration shares with a nominal value of £0.10 per share, were issued as part of the reverse take-over and the acquisition of Fiinu Holdings Limited as discussed in Note 6.

 There are no restrictions on the transfer of shares in Fiinu Plc. All shares carry equal voting rights.

FORWARD LOOKING STATEMENTS

This document contains certain forward-looking statements which reflect the knowledge and information available to the Company during the preparation and up to the publication of this document.  By their very nature, these statements depend upon circumstances and relate to events that may occur in the future thereby involving a degree of uncertainty.  Although the Group believes that the expectations reflected in these statements are reasonable, it can give no assurance that these expectations will prove to have been correct. Given that these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements.

The Group undertakes no obligation to update any forward-looking statements whether because of new information, future events or otherwise.