Fiinu plc (AIM: BANK) has issued a response to a shareholder letter circulated by Granicus Holdings OÜ ahead of the company’s Annual General Meeting, which is scheduled to take place on 24 July 2026.
Granicus was the seller of the Everfex business, which Fiinu acquired in August 2025 through a reverse takeover. It is owned and controlled by Karol Oleksa and other members of the Oleksa family.
Fiinu said it had decided to issue a formal announcement because, in the board’s view, the shareholder letter contained statements about the Everfex acquisition and the group’s FY2025 financial performance that did not present a complete or balanced picture.
The company said it wanted to provide additional factual context so shareholders could assess the matters ahead of the AGM using Fiinu’s audited annual report, regulatory announcements and independently verifiable information.
Fiinu noted that the principal author of the shareholder letter was Karol Oleksa, the former manager of Everfex, who remained responsible for operational management of the business until November 2025 following completion of the acquisition.
The board said the letter attributed the group’s FY2025 statutory loss largely to current management but did not acknowledge Mr Oleksa’s operational responsibility during the relevant period, nor the investigation and remediation work later undertaken by Fiinu.
The company confirmed it is currently pursuing two separate legal processes arising from the Everfex acquisition.
The first is a contractual arbitration against Karol Oleksa and Marta Oleksa in relation to alleged breaches of post-completion restrictive covenants and non-compete obligations under the share purchase agreement.
The second involves contractual claims notified to Granicus over alleged breaches of seller warranties, representations and other obligations under the same agreement. Fiinu said these claims include alleged non-disclosure of matters it believes materially affected the subsequent performance of Everfex, as well as alleged potential regulatory breaches.
The company said the combined value of its damages claims currently exceeds £16 million and may increase. The matters remain ongoing and are expected to be determined through the relevant contractual and arbitration procedures.
Fiinu said the FY2025 statutory loss principally reflected a non-cash IFRS goodwill impairment, acquisition and restructuring costs, and costs linked to the investigation, integration and remediation of Everfex after completion. The board added that the goodwill impairment was an accounting adjustment and does not determine any value that may ultimately be recovered through the company’s contractual claims.
Following completion of the Everfex acquisition, Fiinu said it carried out an extensive review of the business, covering financial reporting, governance, operational controls, customer portfolio, accounting processes and risk management. The company said this review identified matters which, in its view, had not been disclosed during the acquisition process and which now form part of its claims against Granicus.
Fiinu also said it understands Granicus is undergoing a demerger between Oleksa and certain non-Oleksa owners, and that the shareholder letter reflects the views of holders representing approximately 10.7% of Fiinu’s issued share capital.
The board unanimously recommended that shareholders vote in favour of all resolutions at the AGM. Directors intend to vote in favour in respect of their own holdings, which total 128,696,733 ordinary shares, representing 32.3% of total voting rights.
The board also reaffirmed its confidence in chief executive Dr Marko Sjoblom and said it remains focused on executing the company’s commercial strategy and protecting shareholder value.
Fiinu said it would make no further comment on the ongoing legal processes unless required by law or advised to do so by its legal advisers or nominated adviser.
