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Launch of Retail Offer

In brief · summary, not quotable

Finseta PLC is launching a retail offer to raise up to £0.1 million by issuing new ordinary shares at 8.5 pence each, with up to 1,176,470 shares available. This retail offer is in addition to a placing that aims to raise approximately £0.71 million and a subscription that has conditionally raised £0.15 million, bringing the total fundraising to around £0.86 million. The proceeds from all fundraising activities will be used for the same purposes, and the retail offer is conditional on the completion of the placing and subscription. Admission of the retail offer shares to AIM is expected around April 20, 2026.

Full announcement

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Finseta (AIM: FIN), a foreign exchange and payments solutions company offering multi-currency accounts to businesses and individuals through its proprietary technology platform, is pleased to announce a retail offer via the BookBuild Platform (the "Retail Offer") of new ordinary shares of one penny each in the capital of the Company ("Ordinary Shares") to raise gross proceeds of up to £0.1 million. Pursuant to the Retail Offer, up to 1,176,470 new Ordinary Shares (the "Retail Offer Shares") will be made available at a price of 8.5 pence per Retail Offer Share (the "Issue Price").

In addition to the Retail Offer, and as announced by the Company earlier today, the Company is conducting a placing of new Ordinary Shares (the "Placing Shares") at the Issue Price to raise approximately £0.71 million (before expenses) (the "Placing"). The Company has conditionally raised a further £0.15 million (before expenses) by way of a Subscription, comprising the issue of 1,723,818 subscription shares at the Issue Price ("Subscription Shares") (together with the Retail Offer Shares and the Placing Shares, the "Fundraising Shares"). The proceeds of the Retail Offer will be utilised in the same way as the proceeds of the Placing and Subscription, as set out in the separate announcement of the Placing and Subscription and its terms released by the Company at 7.00 a.m. on 14 April 2026 (the "Fundraising Announcement").

For the avoidance of doubt, the Retail Offer is separate from, and does not form part of, the Placing and Subscription. Completion of the Placing and Subscription is not conditional on the completion of the Retail Offer but completion of the Retail Offer is conditional, inter alia, upon the completion of the Placing and Subscription and the Fundraising Shares being admitted to trading on the AIM market ("AIM") operated by London Stock Exchange plc (the "London Stock Exchange") ("Admission"). The Retail Offer Shares are expected to be admitted to trading on AIM at 8.00 a.m. on or around 20 April 2026.

Expected timetable in relation to the Retail Offer

2026

Retail Offer opens07:05 on 14 April
Latest time and date for commitments under the Retail Offer16:30 on 16 April
Results of the Retail Offer announced07:00 on 17 April
Admission and commencement of dealings in the Retail Offer Shares on AIM08:00 on 20 April
Dealing codes
TickerFIN
ISIN for the Ordinary SharesGB00BNG7CD28
SEDOL for the Ordinary SharesBNG7CD2

Retail Offer

The Company values its retail shareholder base, which has supported the Company for many years. Given the support of retail shareholders, the Company believes that it is appropriate to provide its eligible shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the Intermediaries (defined below) which will be listed, subject to certain access restrictions, on the following website:

Shore Capital Stockbrokers Limited ("Shore Capital") will be acting as retail offer coordinator in relation to the Retail Offer (the "Retail Offer Coordinator").

Existing retail shareholders in the Company can contact their broker or wealth manager ("Intermediary" and "Intermediaries" shall be construed accordingly) to participate in the Retail Offer. In order to participate in the Retail Offer, each Intermediary must be on-boarded onto the BookBuild Platform and agree to the final terms and the retail offer terms and conditions, which regulate, amongst other things, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any Intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).

The Retail Offer will be open to eligible investors in the United Kingdom from 07.05 a.m. on 14 April 2026. The Retail Offer is expected to close at 4.30 p.m. on 16 April 2026. Investors should note that Intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

If any Intermediary has any questions about how to participate in the Retail Offer on behalf of existing retail shareholders, please contact the BookBuild Platform at email: support@bookbuild.live.

The Retail Offer, the subject of this announcement, is and will, at all times, only be made to, directed at, and may only be acted upon by, those persons who are, existing shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating Intermediaries listed on the above website; (ii) be resident in the United Kingdom; and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating Intermediary). For the avoidance of doubt, persons who (a) only hold CFDs, spreadbets and/or similar derivative instruments in relation to shares in the Company, or (b) are not existing shareholders in the Company, are not eligible to participate in the Retail Offer.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (the "FCA") (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the FCA's Disclosure Guidance and Transparency Rules and MAR.

There is a minimum subscription of £100.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the Intermediaries which will be listed, subject to certain access restrictions, on the following website:

Subject as stated above, there is no maximum application amount to apply in the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant Intermediaries including relevant commission or fee charges.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.

EU Product Governance Requirements

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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