The Directors of Fiinu Plc (LON:BANK) today announced the proposed acquisition of Everfex P.S.A. for an aggregate total consideration of up to £12.0 million.
The initial consideration, of £8.0 million, is to be satisfied through the issue of 80,000,000 new ordinary shares in the capital of Fiinu to the sole owner of Everfex, Granicus Holdings O.Ü, at a price of 10p per Consideration Share. Additional consideration of £4.0 million may be payable, subsequent to 1 January 2026, if Everfex achieves certain performance criteria, which would be satisfied through the issue of 20,000,000 new ordinary shares in Fiinu at an issue price of 20p per Additional Consideration Share.
In addition, Fiinu intends to raise approximately £0.8 million, by way of a conditional subscription of new ordinary shares in the capital of the company at the issue price.
The Proposed Acquisition, if completed, will constitute a reverse takeover of the company under the AIM Rules and is, therefore, subject to the approval of the company’s shareholders in General Meeting. The Proposed Acquisition is subject to shareholder approval and it is proposed that the enlarged issued share capital of the Company will be admitted to trading on AIM.
Everfex is an FX brokerage firm which executed over $1 billion in spot, swap, and forward contracts traded in 2024. It is a profitable and scalable business, with unaudited results showing over £600,000 profit before tax for the four-month period ending 30 April 2025. In addition its SME client base grew 1,300% in 2024.
Everfex is a recently incorporated company that acquired the business, trade and certain assets of Stały Kurs sp. z.o.o. on 1 January 2025. As part of the Stały Kurs acquisition, Everfex purchased the right to use the Stały Kurs name and will continue to trade as Stały Kurs in Poland.
Stały Kurs was established in September 2019, in Poland, to provide currency hedging solutions. The business serves small and medium-sized businesses exposed to Polish Zloty fluctuations against all major currencies. Over the years Stały Kurs had developed into a key player in the Polish market, specialising in supporting import and export businesses with currency exchange.
Stały Kurs has demonstrated year-on-year growth in revenue and profitability, primarily driven by the expansion of its client base and improved operational efficiency.
At the end of Q2 2023, a new management team, led by CEO, Karol Oleksa, restructured aspects of the Stały Kurs business and introduced a more robust governance and risk management framework. As part of this restructuring the previous CEO left the business in Q2 2023, and sold his shareholding in Stały Kurs.
In late 2024, the business underwent a restructuring in preparation for its transfer to Everfex, and in July 2025 the then owners of Everfex transferred Everfex to Granicus Holdings, which entity has entered into the sale and purchase agreement for the sale of Everfex to Fiinu.
Whilst Everfex has experienced good traction and recent growth in the SME market, it intends to broaden its service offering into regulated foreign exchange payment services. As part of this service offering expansion, Everfex is considering obtaining the necessary licences, in order to enable it to provide additional brokerage and payments services.
On completion of the Proposed Acquisition, it is intended that Mark Wallace and Sami Kalliola will be appointed to the Board.
In addition, Dr Feyzullah Egriboyun, the current CFO, has served notice to the Company today that he intends to leave the Company, to move to the USA for family reasons, with effect from 22 August 2025. The search for a replacement has already begun, and in the meantime, Michael Hopton, who has been recently appointed as Chief Operating Officer (a non-Board position), will act as the interim CFO (supported by Simon Leathers, who is Chair of the Audit Committee).
Dr Egriboyun has agreed to work with the Board to ensure an orderly handover. As a result, at Admission, the Board will comprise two executive directors and three Independent Non-Executive Directors.
Fiinu’s AIM securities will be suspended from trading on AIM with effect from 7.30 a.m. tomorrow, in accordance with the guidance note to AIM Rule 14, and will remain suspended until the company has published an Admission Document in respect of the proposed enlarged entity.
