RE-Lender Initiates Reverse Takeover with Adalan Ventures for Global End-to-End Fintech Ecosystem

Adalan Ventures, a company listed on the London Stock Exchange, announced that it has reached an agreement on a non-binding basis to acquire by reverse takeover the entire capital of Italian lending crowdfunding platform Re-Lender S.P.A and that of Topos Network Pte Ltd.

The new group will leverage its technologies to enable simplified access to digital financial accounts and services aimed at people living in developing countries who as of today are not yet adequately reached by traditional financial channels, effectively enabling their digital connection to the economic systems of developed countries.

Adalan’s Board of Directors considered a number of potential opportunities, focused on the fintech sector, with a preference for inclusive projects with good ESG credentials and/or that have created social impact.

As stated in the statement, “The Board believes that the combination of these two businesses will give the Company the opportunity to create a unique end-to-end financial infrastructure that provides people who are now unbanked, living in both developed countries and poor rural areas of the developed world, with access to appropriate bank accounts and digital financial services.

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The details of the operation

Adalan’s goal with the integration of Re-Lender and Topos is to realize their potential and to create an “end-to-end” financial infrastructure that will enable direct connection between people and organizations in developed countries with people and organizations in developing countries.

The company has signed a term sheet with Topos and Re-Lender and their significant shareholders, contingent on the completion of a fundraising with the share issue announced on November 14, 2023 and an unsecured loan of £163,580 from Re-Lender.

According to the Term Sheet, Adalan agreed to acquire 100 percent of Topos’ working capital in exchange for 452.5 million Adalan shares with an approximate value of £33.9 million.

Adalan also agreed to acquire the entire issued share capital of Re-lender in exchange for the issuance of 230.3 million shares of Adalan for an approximate value of £17.3 million. These values are based on expected financial results for the year ending 2023 and are subject to due diligence.

As the FCA has classified the company as a “Shell Company” and there is insufficient publicly available information on the proposed acquisitions, the Company has decided to apply for a suspension of its shares under LR 5.6.8 and then trade the Company’s shares on the Main Market of the London Stock Exchange.

Who is Topos

Topos, based in Singapore, has developed a fintech suite that enables the creation and management of banking networks in frontier markets. Topos licenses its technology to newly formed equity joint ventures with local stakeholders and supervised financial institutions to operate in target markets while maintaining a minority stake in those joint ventures.

Topos’ proprietary technology enables the creation and operation of digital banking services capable of opening and managing micro-accounts via GSM and/or low-tech cell phones for unbanked people living below the $5U$D per day threshold.

A technology designed for unserved rural areas in developing countries, where the lack of data networks is an obstacle for more traditional digital providers.

The Topos platform in the past 2 years has managed to register 680,000 new customer accounts in 24 months, bringing more than 320,000 customers to credit grade status and establishing established relationships with 46,000 banking agents.

To date, Topos has focused primarily on sub-Saharan Africa, but has recently begun forging relationships with local banks in several other countries and is in the process of establishing joint ventures with local banks in the Middle East and North Africa region, Latin America, and Southeast Asia.

Topos’ technology suite enables its users to connect with family members who have migrated to the Western world to facilitate access to credit.

However, Topos does not have the regulatory permissions to directly access customers on the “sending side” of money transactions, and this is a major advantage in Adalan’s proposed combination with Re-Leder and Topos.

This will be done through the relationship with Re-Lender, which operates a fintech lending platform in Italy.

Who is Re-Lender

Re-Lender began operations in 2020 and broke even after a few months.

By integrating its own and third-party approvals, Re-Lender has quickly built a successful business ecosystem with 35,000 permanent investors, a track record of 40 million euros in transactions, and has a significant pipeline of potential future opportunities.

RE-Lender has been recognized by the Milan Polytechnic’s crowdfunding report as the top lending crowdfunding platform-with a broader focus beyond real estate-in terms of fundraising, underscoring its impactful presence in the industry in Italy.

Following the completion of the acquisitions, the Adalan Venture plans to integrate Re-Lender’s business with Topos’ platform to give Topos direct access to its customers.

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(Featured image by Pexels via Pixabay)

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