TechFinancials Inc (LON: TECH), a software developer that supplies binary option 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 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 USD $0.0005, worth USD $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 Optionfortune shareholders from escrow will be adjusted, should the audited profits of the joint venture in 2016 be less than USD $2 million. If the JV’s net profit and revenue in 2016 exceeds USD $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 USD $2 million in 2016.
In accordance with the JV agreement, TechFinancials 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 USD $ 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 USD $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.
TechFinancials, since floating on AIM back in March 2015 has seen its share prices drop.