Honye Financial Services Ltd (LON:HOYE) has entered into conditional majority and minority share sale and purchase agreements with the shareholders of Zoyo Capital Limited pursuant to which Honye has agreed to acquire the entire issued share capital of Zoyo for aggregate consideration of £26,000,000.

The consideration payable by Honye will be satisfied entirely by the issue of Ordinary Shares to the Sellers at a value of £0.23 per share, which will result in the issue of 113,043,478 Ordinary Shares to the Sellers on completion. The Consideration Shares will represent ‎approximately 76% of the Company’s enlarged issued share capital on completion of the acquisition.‎

Completion of the acquisition is conditional upon, inter alia, admission of the Consideration Shares to the Equity Shares (Transition) Category of the Official ‎List maintained by the Financial Conduct Authority (FCA) and the Main Market of the London Stock Exchange.

Zoyo is a London-based FinTech company founded in April 2018 by a team of financial services and technology professionals. Zoyo and its subsidiaries (“Zoyo Group”) is focused on designing the infrastructure for the Zoyo branded app, which is intended to allow High Net-Worth Individuals ‎‎to trade equities listed on global stock markets. ‎

Upon Admission, the core focus of the enlarged group of the Company and the Zoyo Group will be two-fold: (1) via a Zoyo branded app, to ‎develop and provide a “White Labelled” digital securities broking service to High ‎Net Worth Individuals; and (2) to conduct further research and development on and of the systems, ‎processes, functionality and regulatory requirements of a mobile-native, securities broking platform and ‎support the application by Zoyo for its own FCA authorisation, such that the Zoyo White-Labelled App can ‎eventually be replaced by Zoyo’s own fully operational app, which is expected to be launched in Q1 2027.

Once operational, the Enlarged Group also plans to generate revenue through the sale and ‎licencing of Zoyo on-‎boarding KYC/AML tech products to businesses who require such services for ‎regulatory reasons.‎

Completion of the Acquisition will constitute a Reverse Takeover under the ‎UK Listing Rules and accordingly the Company will apply for the re-admission of its shares to the Equity Shares (Transition) Category of the Official ‎List maintained by the FCA and the Main Market of the London Stock Exchange.‎

The Company’s shares remain suspended from trading pending the publication of a prospectus prepared in accordance with the ‎Prospectus Regulation Rules of the FCA and approved by the FCA, or an announcement that the Acquisition is not ‎proceeding.‎