RFinTech Capital S.A.

The Rfintech Group Investing company

Our vision

Rfintech Capital, as an investing company, seeks investment opportunities and acquisitions in growth financial services companies, as well as innovative financial technology and payment companies with potential disruptive technologies.

The type of transactions envisaged are acquisition or investment via shares or convertible loan instruments where Rfintech Capital will (a) Raise funds and use proceeds of the fundraise to acquire shares in the target, (b) Issue consideration shares and perform a shares exchange with the target at an agreed ratio in order to enter on its share capital and/or (c) Raise funds and provide a convertible loan note to the target. Therefore, the underlying assets of the company will normally be shares in the investee company.

The geographical investment areas considered are Continental Europe and UK.

Rfintech Capital aims to generate an attractive rate of return for shareholders, predominantly through capital appreciation, by taking advantage of opportunities to invest in the financial services, financial technology and payment industry sectors”

Key Advisers

Domiciliation Agent and Corporate Services provider

REFERENCE FINANCIAL SERVICES S.A.

2, rue Heinrich Heine
1720, Luxembourg



Legal Advisers as to Luxembourg law


CHARLES RUSSELL SPEECHLYS LLP

2, rue Jean Monet
2180, Luxembourg



Principal Bankers


TBC




Auditors


C-CLERC S.A.

1, rue Pletzer
8080 Bertrange, Luxembourg

Investors

Board of directors

Financial Reports

Regulatory information

Company Documents

Corporate Governance

Share Capital Information

The business and management of the Company and its subsidiaries are the collective responsibility of the Board. At each meeting, the Board considers and reviews the trading performance of the business. The Board has a formal written schedule of matters reserved for its review and approval. These include the approval of the annual budget, major capital expenditure, investment proposals, the interim and annual results, and a review of the overall system of internal control and risk management.


Board of Directors

Ignacio Ozcariz, Director class A.
Ignacio was manager at Andersen Consulting (now Accenture), advisor to the President of AENA and CEO of “Aena Servicios Aeronauticos SA”. He was CEO of Recol Networks SA, leader in the provision of Internet Solutions to the Official Professional Associations. He was also President of Wireless & Satellite Networks, SA, awarded the Computerworld Award in 2003. Ignacio has developed several companies mainly in the energy, finance and technology sectors. MBA from Instituto de Empresa (IE) in Madrid and doctoral courses at the Polytechnic University of Madrid.


Luis Solé, Director class A.
Luis was Director of Operations and Technology, in SantaClaraTech SL. He was Co-founder of Wireless and Satellite Networks, creator of the first municipal WiFi network, Afitel, being awarded with the "Computer World Honors Award" in 2003. Luis was Managing Director of ALKHAID SOLUTIONS, SA. Company that created the first professional Internet portal, RECOL. He was Technical Director of Promacom AB, Sweden, and was previously CIO of TRADEMYL Ltd


Keny Song, Director class A.
Mr. Song has over 20 years of experience in corporate management and investment advisory industry; including the provision of advice in relation to financial products, group restructuring, investment strategy, debt capital market structure, IPO structuring and strategic planning. He gained corporate finance and management experience through his position as a Director of Corporate Finance of CNT, BJHY and other investing companies. Mr. Song is now Chairman of the Board of Touchstone Group Holdings and Henry Capital & Asset Management Limited specializing in providing professional advice on acquisition, restructuring of companies and pre-IPO and IPO transactions for growth companies in junior capital markets such AIM or NEX. He has recently been appointed as key advisory of the Grenada Embassy in Beijing.

R Fintech Capital S.A.’s shares are traded on the Main Board of the Bourse de Luxembourg (Luxembourg Stock Exchange). The Company has not applied to or agreed to have any of its securities admitted or traded on any other exchange or trading platform. Symbol: TOSCG | ISIN Code: LU0982016452

To see R Fintech Capital S.A. share price and latest trades click here.

Number of securities in issue: 251,709,199 ordinary shares with nil nominal value.

No securities are held as treasury shares.

There are no restrictions on the transfer of shares.

Incorporated and registered in Luxembourg with R.C.S. registered number B 177 379. The main country of operation is Luxembourg.

At 30 October 2018, as far as R Fintech Capital S.A. is aware, approximately 28.49% of the Company’s issued share capital is held in public hands.

At 30 October 2018, R Fintech Capital S.A. is aware of the following significant shareholders:


Shareholder # of Ordinary Shares % of Ordinary Shares
Markus Pedriks75,259,85429.90%
Edwin Ball75,259,85429.90%
Ignacio Ozcáriz29,480,29711.71%

The Group follows the X (Ten) Principles of Corporate Governance of the Luxembourg Stock Exchange, published in May 2013 and aligned with the European Commission’s guidance, set in the 2003 Action Plan. These principles aim at ensuring the highest market standards through transparency, business ethics and controls. Further information about these principles can be found on the Corporate Governance section of website of the Luxembourg Stock Exchange and here. In addition, the Group engages a team of advisers, including Charles Russell Speechlys and Reference Financial Services to ensure corporate governance and adherence to the local legislation at all times.

Governance Structures and Processes

Remuneration Committee

Reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee meets at least annually. The Remuneration Committee is chaired by Mr. Ignacio Ozcáriz Arraiza.

Audit Committee

The Audit Committee meets as required and specifically to review the Interim Report and Annual Report, and to consider the suitability and monitor the effectiveness of internal control processes. The Audit Committee also reviews the findings of the external auditor and reviews accounting policies and material accounting judgements. The Audit Committee normally meets at least twice times in each financial year and has unrestricted access to the Group’s external auditor. The Remuneration Committee is chaired by Mr. Cédric Raths.

Due to the size and nature of the Company, Board nominations and risk management issues will be addressed by the Board as a whole, rather than by separate committees. As the Company develops, the Board will consider establishing separate nominations and risk management committees and will consider developing further policies and procedures, which reflect the principles of good governance.