Issue of shares for Joint Venture partner

 TechFinancials Inc.

(“TechFinancials” or the “Company”)

Issue of shares for Joint Venture partner

On 21 October 2015, TechFinancials (AIM: TECH), a software developer that supplies simplified trading solutions to online brokers, announced the establishment of a joint venture with the owners of Optionfortune Trade Limited, a company registered in Hong Kong (“the Partner”) which would be responsible for running a B2C binary options trading platform focused on the Asia Pacific region.

Under the terms of the joint venture agreement, TechFinancials agreed to deposit with a third party escrow company ordinary shares of US$0.0005 (“Ordinary Shares”), worth US$1.54 million at a price equal to the share price at the time of TechFinancials admission to AIM (27 pence), or the average price over 30 days prior to the closing date of the JV agreement, whichever is the higher.

The exact number of consideration shares to be transferred to the Partner’s shareholders from escrow will be adjusted, should the audited profits of the joint venture in 2016 be less than US$ 2 million.  If the JV’s net profit and revenue in 2016 exceeds US$2 million and US$4 million respectively, and provided profits in 2017 are at least 90% of net profit in 2016, TechFinancials will make an additional payment, at its discretion, in either shares or cash, worth 171.5% of the excess of net profit over US$2 million in 2016.

In accordance with the JV agreement, the Company therefore announces that it has issued and allotted 3,868,615 Ordinary Shares in certificated form in the name of Capita Trust Company Limited A/c 25379, being US$ 1.54 million at 27 pence, which will be held in escrow pending the determination of the 2016 results. If net profit in the JV is below US$2 million, the final number of TechFinancials’ consideration shares will be calculated and adjusted down proportionally based on the audited profit of 2016, and at that point application will be made to admit the shares to trading on AIM.  Any remaining balance in the ordinary shares held in the escrow will subsequently be cancelled.

As a result of the above, the number of Ordinary Shares admitted to trading on AIM will remain at 68,628,222. This number may continue to 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 total voting rights of the Company under the FCA’s Disclosure and Transparency Rules. The Company has no shares held in Treasury.

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For further information:

TechFinancials, Inc. Tel: +972 54 5233 943
Asaf Lahav, Group Chief Executive Officer
Yuval Tovias, Chief Financial Officer
Grant Thornton UK LLP (Nominated Adviser) Tel: +44 (0) 20 7383 5100
Colin Aaronson / Samantha Harrison / Seamus Fricker
Northland Capital Partners Limited (Broker) Tel: +44 (0) 20 3861 6625
David Hignell / Rob Rees
NEX Corporate Adviser and Joint Broker Peterhouse Corporate Finance Tel: +44 (0) 20 7469 0930
Fungai Ndoro / Eran Zucker

Media enquiries:

Yellow Jersey PR Limited (Media Relations) Tel: +44 (0) 7748 843 871
Charles Goodwin / Felicity Winkles

About TechFinancials

TechFinancials plc (AIM: TECH) is a leading proprietary software solutions company for online brokers delivering services for retail traders in binary options and other instruments. The Group operates a B2B division which provides software solutions for binary options brokers. TechFinancials also operates a B2C division in which it has a partnership in place with Optionfortune, a B2C binary options trading platform registered in Hong Kong and an agreement with IBID, a company specialising in developing high growth online solutions, to grow one of the Company’s existing B2C binary options trading brands.

TechFinancials listed on AIM in March 2015 to facilitate its expansion in the fast growing global binary options market which is expected to increase to c. $20bn in trade volume by 2016, double that of 2014 at c. $10bn (FinanceMagnates). A major part of the Group’s strategy is to increase its share in existing markets and to penetrate emerging and regulated markets with high growth potential. As part of this, the Company recently announced the opening of a Hong Kong office to focus on the Asia Pacific region and signed an agreement with Optionfortune, to run a new B2C binary options trading platform, which also provides TechFinancials with exposure to this region.

Further information can be found at http://techfinancials.com.

 

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