Regulatory News

Further to the Company's announcement on 19 January 2017 regarding its agreement to acquire the entire issued ordinary share capital of Q Money Limited ("Q Money") with its associated e-money licence (the "Acquisition"), FairFX announces that following achievement of certain performance milestones, the Company has agreed to pay £500,000 as deferred consideration in accordance with the sale and purchase agreement. Further and final consideration of up to £0.325 million may be payable in future, subject to the achievement of a final performance condition in 2020 and a further announcement will be made in due course.

As agreed at the time of the Acquisition, the deferred consideration is payable in new ordinary shares of 1p each in the Company ("Consideration Shares") at a price of 43.5p per share, equating 1,149,424 Consideration Shares. The Acquisition has proved to be an important milestone in the evolution of FairFX, enabling diversification of the Group's operations using its e-money licence which underpins the Group's digital banking products as well as rationalisation of the Group's supply chain including direct membership of Mastercard for self-issuance of cards.

The Consideration Shares will be subject to the same five-year orderly market period as the initial consideration shares issued, which commenced on 19 January 2017. Tony Quirke, CFO of FairFX and founder of Q Money, is to be issued with 815,988 Consideration Shares which will be subject to a 12-month lock-in period following Admission, in addition to the orderly market restriction. As a result of these arrangements the vendors of Q Money are no longer entitled to the 20% economic interest in Q Money referred to in the 19 January 2017 announcement.

Application has been made for the Consideration Shares to be admitted to trading on AIM ("Admission). Following Admission, the Company will have 164,017,683 ordinary shares of 1p each in issue admitted to trading on AIM. The Company holds no shares in Treasury. Accordingly, the above figure (164,017,683), may be used 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

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About FairFX Group

FairFX is a leading challenger brand in banking and payments that disintermediates the incumbent banks with a superior customer experience (CX) and low-cost operating model. Our business enables personal and business customers to make easy, low-cost payments both domestically and in a broad range of currencies and across a range of products all via one integrated system. The FairFX platform facilitates payments either direct to Bank Accounts or at 35 million merchants and over 1 million ATM's in a broad range of countries globally via Mobile apps, the Internet, SMS, wire transfer and MasterCard/VISA debit cards.

FairFX provides money movement services to both personal and business customers through four channels: Currency Cards, Physical Currency, International Payments and Bank Accounts. The Currency Card and Physical Currency offerings facilitate multiple overseas payments at points of sale and ATM's whereas the International Payments channel supports wire transfer foreign exchange transactions direct to Bank Accounts. For Corporates, FairFX has a market-leading business-expenses solution based around its corporate platform and prepaid card. This service can yield significant savings on a Corporate's expenses and procurement both domestically and overseas, through better controls and improved transparency. The platform also streamlines the downstream administrative processes and integrates into accounting software, thus saving costs. FairFX offers retail and business bank accounts with all the functionality you would expect from a bank, namely faster payments, BACs, direct debits, international payments and a debit card.