Finseta plc (LON:FIN), a payments solutions company offering multi-currency accounts to businesses and individuals through its proprietary technology platform, has announced that its wholly-owned subsidiary, Finseta Payment Solutions Limited, has entered into a new strategic affiliate relationship with Amir Mehrad, the sole shareholder of Homa Holdings Ltd. Alongside this, the Company has conditionally raised aggregate gross proceeds of approximately £1.57 million, including approximately £1.47 million from Homa, a new strategic investor. The funds are being raised by way of (i) a firm subscription for new ordinary shares of one penny each in the capital of Finseta plc by Homa and Joshua James Clarke and (ii) a subscription for zero-coupon convertible loan notes by Homa. Alongside the Fundraising, the Company also announces the proposed conversion into new Ordinary Shares and non-voting Deferred Shares (as defined in Appendix II) of the entire £1.8 million principal amount of the 8.5 per cent. unsecured loan notes held by Robert O’Brien, Chief Commercial Officer.
New Strategic Partner
Affiliate arrangement
Finseta Payment Solutions Limited has entered into an affiliate agreement with Amir Mehrad, under which Mr Mehrad will introduce prospective customers to the Group for its currency exchange and international payments products, which the Company believes will contribute incremental revenues and accelerate the Company’s revenue growth.
Homa is a newly formed entity incorporated in the Abu Dhabi Global Market which is wholly owned by Amir Mehrad. Mr Mehrad is a financial services entrepreneur and was the founder and Chief Executive Officer of Effective FX Limited, a boutique international payments and foreign exchange specialist established in 2012. As the sole shareholder and executive leader since its inception, Mr Mehrad built Effective FX into a trusted FX partner across the UK corporate sector. Under his leadership, the firm cultivated a diversified portfolio of corporate clients spanning a wide breadth of industries, delivering scalable cross-border transaction solutions and currency management services. Mr Mehrad successfully navigated the firm through sustained commercial growth, culminating in the asset sale of Effective FX’s international payments business to Equals Group plc, a formerly AIM-listed e-banking and payments institution.
Strategic investment
Alongside the Affiliate Agreement, Homa will invest £1,473,646 in aggregate in Finseta by way of:
- a firm subscription for 7,918,638 new Ordinary Shares at a price of 6.1174 pence per Ordinary Share, being the 10-day VWAP of the Company’s Ordinary Shares as at 2 November 2026; and
- a subscription for zero-coupon unsecured convertible loan notes with an aggregate principal amount of approximately £989,231. These are proposed to convert into 16,170,774 new Ordinary Shares at the Issue Price, conditional upon receipt of the FCA Approvals (as defined in Appendix II) and the passing of the resolutions at the general meeting of the shareholders to be convened to consider the Resolutions which will be convened to provide the board of directors with the authority to issue the requisite number of new Ordinary Shares. The CLN Conversion will take place on the same date as the LN Conversion (as defined below).
Under the Homa Equity Subscription agreement, Homa will have the right to appoint a non-voting Board observer for so long as it holds at least 9.9 per cent. of the Company’s issued share capital, subject to the terms of that agreement.
The subscription monies for the Homa CLNs will be held in a segregated bank account and may not be used by the Company pending conversion. The Homa CLNs carry no interest and are not transferable. If the conversion conditions have not been satisfied on or before 6 May 2027, the Homa CLNs must be repaid, together with any interest credited to the segregated bank account, within ten Business Days after that date.
Following the Homa Equity Subscription, Homa will hold an interest in 7,918,638 Ordinary Shares, representing approximately 9.9 per cent. of Finseta’s issued ordinary share capital. After the CLN Conversion and the LN Conversion, it is expected that Homa will hold an interest in 24,089,412 Ordinary Shares, representing approximately 19.9 per cent. of the Company’s issued ordinary share capital immediately following Admission (as defined further below), comprising 121,052,322 Ordinary Shares.
In addition to the Homa Equity Subscription, the Company has conditionally raised further gross proceeds of approximately £100,000 from Joshua James Clarke. In aggregate, 9,553,319 Ordinary Shares will be issued pursuant to the Firm Subscription at the Issue Price. The Firm Subscription is not conditional upon the passing of the Resolutions or receipt of the FCA Approvals but is conditional on Firm Subscription Admission (as defined below).
The net proceeds of the Firm Subscription and, following the CLN Conversion, the proceeds of the Homa CLNs are intended to be used to support the Group’s growth strategy.
Loan Note Conversion
Alongside the Homa Investment, the LN Holder has entered into a deed with the Company pursuant to which he has agreed to convert his outstanding Loan Notes in full into Ordinary Shares and new Deferred Shares. The LN Conversion is subject to a number of conditions, including the passing of the Resolutions at the General Meeting, and receipt of the FCA Approvals. The LN Conversion and the CLN Conversion are interconditional. If the conditions are not satisfied on or before 6 May 2027, the Loan Note Conversion Deed will terminate and the Loan Notes will remain outstanding on their existing terms, including as to repayment on 31 December 2028. Following satisfaction of the conditions, the Company will serve notice on the LN Holder within ten Business Days specifying a conversion date that must be at least five Business Days after the date of the notice. Interest on the Loan Notes is payable quarterly in accordance with their terms. Any interest accrued but unpaid at the date of the LN Conversion will be paid in cash within five Business Days of the LN Conversion, subject to a maximum aggregate amount of £15,000 under the Loan Note Conversion Deed.
To implement the LN Conversion, the Company proposes to amend its articles of association to introduce the Deferred Shares. The LN Conversion has been designed so that Robert O’Brien holds 29.9 per cent. of the Company’s Ordinary Shares in issue immediately following Admission (or such lesser percentage as may be required to ensure that neither Robert O’Brien nor any person acting in concert with him is interested in shares carrying 30 per cent. or more of the voting rights of the Company). On that basis, and assuming that no Ordinary Shares are issued before the Conversion Date other than the Firm Subscription Shares and the CLN Conversion Shares, £1,522,946 of the Loan Amount will convert into 24,895,311 new Ordinary Shares at the Issue Price and the remaining £277,054 will convert into 4,528,954 Deferred Shares at the Issue Price.
The Deferred Shares will not carry voting rights, will not be admitted to trading on AIM, cannot be transferred and carry no right to dividends or other distributions. On a winding up, they rank behind all other shares for repayment of the amount paid up on them. They will automatically be redesignated as Ordinary Shares following subsequent allotments or issues of Ordinary Shares by the Company, other than pursuant to the LN Conversion, the CLN Conversion or the redesignation mechanism itself, in accordance with the New Articles. Following each such allotment or issue, such number of Deferred Shares as is necessary to restore Robert O’Brien’s holding to 29.9 per cent. of the Ordinary Shares in issue immediately following the redesignation will be redesignated as Ordinary Shares, subject to rounding down fractional entitlements and the number of Deferred Shares remaining in issue. Any future redesignation of Deferred Shares as Ordinary Shares pursuant to the New Articles will dilute the percentage interests and voting rights of other Shareholders. If redesignated in full immediately following Admission, the 4,528,954 Deferred Shares would represent 3.61 per cent. of the Ordinary Shares then in issue (as enlarged by such redesignation). The LN Conversion and the CLN Conversion will not themselves trigger the redesignation of any Deferred Shares.
The Board further notes that the LN Conversion will eliminate the Company’s principal indebtedness under the Loan Notes in its entirety and remove the associated principal repayment obligation, strengthening the Company’s balance sheet.
Related Party Transaction
Robert O’Brien is a substantial shareholder of the Company for the purposes of the AIM Rules for Companies and accordingly the entry into the Loan Note Conversion Deed and the LN Conversion constitutes a related party transaction under Rule 13 of the AIM Rules. The directors of the Company consider, having consulted with the Company’s nominated adviser, Shore Capital, that the terms of the LN Conversion are fair and reasonable insofar as its AIM shareholders are concerned.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for 9,553,319 Firm Subscription Shares to be admitted to trading on AIM. It is expected that admission to AIM of the Firm Subscription Shares will occur at 8.00 a.m. on or around 11 November 2026.
Following Firm Subscription Admission, the total number of Ordinary Shares in issue will be 79,986,237. The Company does not hold any Ordinary Shares in treasury. The figure of 79,986,237 may therefore be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
Conditional upon the passing of the Resolutions at the General Meeting and receipt of the FCA Approvals, application will be made to the London Stock Exchange for 41,066,085 new Ordinary Shares pursuant to the CLN Conversion and the LN Conversion to be admitted to trading on AIM. It is expected that Admission will become effective during the first half of 2027, subject to the passing of the Resolutions and receipt of the FCA Approvals. The Company will announce the expected date of Admission through a Regulatory Information Service once the relevant conversion notices have been served. The Conversion Shares will, when issued, rank pari passu in all respects with the Ordinary Shares then in issue.
Circular and Notice of General Meeting
Shareholders should be aware that the LN Conversion and the CLN Conversion are conditional upon, amongst other things, the passing of the Resolutions at the General Meeting. The LN Conversion and the CLN Conversion are also interconditional and, accordingly, if the Resolutions are not passed or the FCA Approvals are not received, neither of these transactions will proceed. In that event, the Loan Notes will continue on their current terms and the Homa CLNs will be repaid in accordance with their terms.
The circular, containing further details of the Proposals and the Notice of General Meeting (the “Circular”), will be published and sent to Shareholders in the coming days and will be made available on the Company’s website at: https://investors.finseta.com/news-alerts/.
The CLN Conversion and the LN Conversion are conditional, inter alia, on the approval of Shareholders at the General Meeting, the date, time and place of which will be set out in the Notice of General Meeting accompanying the Circular.
David Ryan, in respect of his shareholding of 5,700,000 Ordinary Shares, has entered into an irrevocable undertaking to vote in favour of all of the Resolutions.
The Directors, in respect of an aggregate of 3,775,714 Ordinary Shares, and Robert O’Brien, in respect of 11,299,333 Ordinary Shares, have also entered into irrevocable undertakings to vote in favour of all of the Resolutions in respect of, together, 15,075,047 Ordinary Shares.
In total, the irrevocable undertakings in respect of 20,775,047 Ordinary Shares represent approximately 25.97 per cent. of the Ordinary Shares eligible to vote on the Resolutions (being the 79,986,237 Ordinary Shares, assuming that no Ordinary Shares are issued between the Latest Practicable Date and the General Meeting other than the Firm Subscription Shares).
The above summary should be read in conjunction with the full text of this announcement, including the extracts from the Circular set out in Appendix I below. Unless otherwise defined, capitalised terms used in this announcement have the meanings given in Appendix II. The extracts retain the Circular’s paragraph numbering.
James Hickman, CEO of Finseta, said: “We are delighted to welcome our new investors to the shareholder register and to have entered into an affiliate arrangement with Amir. His strategic investment, alongside his ability to support the business as part of our introducer network, is set to accelerate our growth, particularly in Dubai. The fundraising will also enable us to continue to execute our strategy.”
Amir Mehrad, Homa, added: “I’m delighted to be investing in Finseta. I’ve spent my career in payments and foreign exchange, and Finseta has built an excellent platform, licence footprint and banking infrastructure. I look forward to supporting the team as an active, long-term shareholder, particularly in developing the significant opportunity I see for the business in Dubai and the wider region.”
