Pinsent Masons advises Fintech Asia Limited on reverse takeover

The transaction will see Fintech Asia acquire all shares of ICFG, which is one of the leading non-banking financial institutions in Central Asia, with 17 branches in Mongolia and other subsidiaries established in the Kyrgyz Republic, Kazakhstan and Uzbekistan.

The reverse takeover, a process where a private company acquires a publicly traded company, allowing the private company to become publicly traded without going through an initial public offering, will see Fintech Asia integrate ICFG’s portfolio into Fintech Asia’s operations.

The deal is one of the very few transactions emanating from Asia governed by the new UK Listing Rules, which came into effect on 11 July 2024. It Is also one of the largest deals involving Central Asia on the London Stock Exchange (LSX) and will be one of the biggest capital markets transactions involving an Asian company on the LSX.

The Pinsent Masons team on this matter combined our expertise in Singapore and London and included Singapore corporate partners Nicholas Hanna and Mark Tan, with Singapore senior associate Mayumi Soh, associates Chen Litong and Khione Ngai, and legal executive Jessica Leo.

We advised on all aspects of the transaction, including conducting due diligence on the target group, advising on directors’ responsibilities, and coordinating the verification of the prospectus by the directors, as well as assisting on the drafting of the prospectus.

The complexity of the matter was further compounded by the fact that the due diligence process involved 14 companies across Central Asia and for the team, as the lead advisers, to coordinate workstreams across 3 local counsel.

Commenting on the matter, Nicholas Hanna, Head of Corporate for APAC, said: ‘We are delighted to have been retained again by Fintech Asia Limited in this landmark transaction. This represents a significant milestone for our client’s journey in international recognition in furthering its mainboard listing in London.’

‘This transaction underscores Pinsent Masons’ capability to navigate complex and innovative cross-border transactions and deliver dynamic legal solutions seamlessly. The capital markets team in Singapore have been supporting companies based in Asia for decades, offering legal services which ultimately ensure a direct and quick route to London markets, international growth and recognition as well as sizeable capital raisings.’

‘We look forward to seeing the positive impact this deal will have on Fintech Asia Limited and ICFG’s expansion and their contributions to the financial services landscape in Central Asia and beyond.’

Fintech Asia CEO Oliver Fox said: ‘We are pleased to have completed this acquisition, which would not have been possible without the support of the Pinsent Masons team. This transaction was the first of its kind, not only because of the changes to the listing rules, but also because of the complexity of the target operations. The Pinsent Masons team was able to expertly navigate this deal, demonstrating exceptional professionalism and commitment to the end.’