Placing, Subscription and Proposed Retail Offer

Finseta (AIM: FIN), a foreign exchange and payments solutions company offering multi-currency accounts to businesses and individuals through its proprietary technology platform, announces that it has raised, in aggregate, approximately £0.9 million (before expenses) from certain new and existing investors by way of (i) a Placing (as defined below) to raise approximately £0.71 million; and (ii) a Subscription (as defined below) to raise approximately £0.15 million.

The Company will issue 8,400,280 new ordinary shares of one penny each in the share capital of the Company (the "Ordinary Shares") pursuant to the Placing at a price of 8.5 pence per new Ordinary Share (the "Issue Price"). In addition, the Company will issue 1,723,818 new Ordinary Shares at the Issue Price pursuant to the Subscription. As part of the Subscription, certain directors and persons discharging managerial responsibilities ("PDMRs") have indicated that they intend to subscribe for 1,129,701 new Ordinary Shares at the Issue Price.

The Company intends to raise up to a further £0.1 million (before expenses) by way of the Retail Offer (as defined below, and together with the Placing and Subscription, the "Fundraising").

Use of proceeds

The net proceeds of the Fundraising will be utilised by the Company to provide increased transaction capacity which will allow the Group to transact larger volume business-to-business transactions. The net proceeds will also be used to progress its application for regulatory permissions in Europe, where the Group already has infrastructure in place to support such expansion. This is expected to lead to incremental steady state revenue of approximately £2.8 million per annum by the end of the second-year post-approval.

The Company has conditionally placed 8,400,280 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 the issue of 1,723,818 new Ordinary Shares (the "Subscription Shares") at the Issue Price (the "Subscription"). Certain directors and PDMRs have indicated that they intend to participate in the Subscription by subscribing for 1,129,701 Subscription Shares at the Issue Price. Further details of director and PDMR participation in the Subscription are set out below.

The Issue Price represents a discount of approximately 15.0 per cent. to the closing mid-market price of 10.0 pence per existing Ordinary Share on 13 April 2026, being the latest practicable date prior to this Announcement.

In addition to the Placing, the Company is proposing to raise up to an additional £0.1 million (before expenses) by way of a retail offer to its existing shareholders of up to 1,176,470 new Ordinary Shares at the Issue Price (the "Retail Offer Shares" and, together with the Placing Shares and Subscription Shares, the "Fundraising Shares") via the Bookbuild Platform (the "Retail Offer"). A separate announcement will be made regarding the Retail Offer and its terms. For the avoidance of doubt, the Placing is separate from, and does not form part of, the Retail Offer.

The Fundraising Shares are being issued and allotted using the existing authorities granted at the annual general meeting of the Company held on 12 June 2025. In this respect, an application has been made for the Fundraising Shares to be admitted to trading ("Admission") on AIM, a market operated by the London Stock Exchange plc ("AIM") at 8:00 a.m. on or around 20 April 2026. The Fundraising Shares will rank pari passu with the existing Ordinary Shares. The Placing and Subscription are each conditional on, inter alia, Admission becoming effective and the placing agreement between the Company, Shore Capital and Allenby Capital (the "Placing Agreement") becoming unconditional with respect to Admission and not having been terminated.

The Fundraising Shares, assuming full take-up of the Retail Offer, will represent approximately 15.95 per cent. of the enlarged issued share capital following Admission.

Shore Capital Stockbrokers Limited ("Shore Capital") and Allenby Capital Limited ("Allenby Capital") acted as Joint Bookrunners in connection with the Placing. The Company also announces the appointment of Allenby Capital as joint broker to Finseta with immediate effect.

Current trading and outlook

Customer acquisition has continued to grow in the first part of 2026, positioning the Group to increase revenue conversion in the coming periods.

Similar to 2025, the Group has also seen a continuation of the trend of increased corporate customers versus high-net-worth individuals ("HNWIs") active customers as the Group's business focused product offering develops. While corporate clients have longer sales cycles, they typically transact more regularly, providing greater revenue recurrence.

The Group's investment in its Alternative Banking offering is showing promise and Finseta is now attracting clients within a number of different industries including Gaming, Marine and Aviation sectors.

In the Dubai operation, the start of 2026 has seen a significant like-for-like uplift compared with the corresponding months in 2025, assisted by the UAE regulatory approval in March 2025, the expansion of sales capability and the integrated banking solution. Whilst the Company expects some paused property transactions as a result of the current conflict in the Middle East, the majority of the Company's business, and the sales team's focus, is on more resilient business-to-business international payments flows that transact via Dubai. Consequently, the Board remains confident in the long-term prospects of this market.

Director and PDMR Subscriptions

The following directors and PDMRs have indicated that they intend to subscribe for Subscription Shares:

Confirmation of the participation of the above persons in the Subscription will be announced in due course.

James Hickman, CEO of the Company, commented:

"The proceeds of the fundraising will support the Group's continued growth, both by allowing us to continue to expand our international reach and regulatory permissions, and by providing capital for greater capacity to serve the needs of our corporate client base.

The Board continues to have strong levels of confidence in the Group's prospects, and the strategic progress and investments made during the last year position the Group to broaden its offering, accelerate sales growth and increase profitability in the medium term."

Information to Distributors

Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK 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 Product Governance Requirements) may otherwise have with respect thereto, the Fundraising Shares have been subject to a product approval process, which has determined that such securities 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 paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Fundraising Shares may decline and investors could lose all or part of their investment; (b) the Fundraising Shares offer no guaranteed income and no capital protection; and (c) an investment in the Fundraising 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 the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Shore Capital and Allenby Capital will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Fundraising Shares and determining appropriate distribution channels.