Item 8.01. Other Events
Receipt of regulatory approval to close the acquisition of FFINEU
Investments Limited
On
November 1, 2017, Freedom Holding Corp. (the “Company”)
received notification from the Cyprus Securities and Exchange
Commission (“CySEC”) that it has granted final
regulatory approval to allow Tmur Turlov to transfer ownership of
FFINEU Investments Limited (“Freedom CY”) and the
securities brokerage and financial services business conducted by
it in Cyprus to the Company. Receipt of CySEC approval was the
final condition necessary to close the acquisition of Freedom CY.
The Company and Mr. Turlov intend to close the acquisition of
Freedom CY at the earliest practicable date.
As
previously disclosed in a Current Report on Form 8-K filed with the
United States Securities and Exchange Commission
(“SEC”) on November 23, 2015, as amended on Form
8-K/A-1 on March 2, 2016, (the “8-K as amended”), on
November 23, 2015, the Company entered into a Share Exchange and
Acquisition Agreement with Mr. Turlov (the “Acquisition
Agreement”), pursuant to which the Company agreed to acquire
Mr. Turlov’s 100% equity interests in (i) FFIN Securities,
Inc., a Nevada corporation, (“FFIN”) established to
create or acquire a registered broker-dealer in the United States,
(ii) LLC Investment Company Freedom Finance, a Russian limitied
liability company (“Freedom RU”) and the securities
brokerage and financial services business conducted by it in
Russia, including its wholly owned subsidiary JSC Freedom Finance,
a Kazakhstan joint stock company and the securities brokerage and
financial services business conducted by it in Kazakhstan, and
(iii) Freedom CY and the securities brokerage and financial
services business conducted by it in Cyprus. The Company completed
the acquisition of FFIN on November 23, 2015. As reported in the
8-K as amended, the closings of the Freedom RU and Freedom CY
acquisitions were subject to completion of a number of closing
conditions. Closing of the acquisition of Freedom RU occurred on
June 29, 2017, as previously reported in the Annual Report on Form
10-K of the Company for the fiscal year ended March 31, 2017, filed
with the SEC on June 30, 2017.
At
the closing of the Freedom CY acquisition, Mr. Turlov will transfer
his interest in Freedom CY and the securities brokerage and
financial services business of Freedom CY to the Company and
Freedom CY will become a wholly owned subsidiary of the Company.
Mr. Turlov will be issued 12,758,011 shares of Company common
stock. Upon the closing of the Freedom CY acquisition, all the
transactions contemplated under the Acquisition Agreement will be
completed. A copy of the Acquisition Agreement was filed as Exhibit
2.01 to the Current Report on Form 8-K filed with the SEC on
November 23, 2015, and is incorporated herein by
reference.
The
shares of common stock to be issued to Mr. Turlov at the Freedom CY
closing will be issued in reliance on the exemptions from
registration provided in Section 4(a)(2) of the Securities Act for
transactions not involving any public offering and
Regulation S promulgated under the Securities Act for offers
and sales made outside the United States without registration. Mr.
Turlov represented that he was an “accredited investor”
as defined in Rule 501(a) of Regulation D and acknowledged, in
writing, that the securities must be acquired and held for
investment. Mr. Turlov has confirmed in writing that he is a
non-U.S. person, as defined in Regulation S. All certificates
evidencing the shares issued will bear a restrictive legend. No
underwriter participated in the offer and sale of these securities,
and no commission or other remuneration was paid or given directly
or indirectly in connection therewith.
Agreement to acquire LLC Freedom Finance Ukraine
On
November 1, 2017, the Company entered into a Share Exchange and
Acquisition Agreement, dated November 1, 2017, with BusinessTrain,
Ltd., (the “Agreement”), to acquire 100% of the
outstanding equity interest of LLC Freedom Finance, (formerly known
as FC Ukranet, LLC), a Ukranian limited liability company
(“Freedom UA”) and the securities brokerage business
conducted by it in Ukraine. BusinessTrain Ltd.,
(“BusinessTrain”) is a third-party unrelated to the
Company. The Company will acquire BusinessTrain’s interest in
Freedom UA and Freedom UA will become a wholly owned subsidiary of
the Company in exchange for 387,700 shares of restricted common
stock of the Company.
The consummation of the acquisition of Freedom UA
and the delivery of Company common stock for the equity interest of
Freedom UA is subject to receipt of all required regulatory
approvals in Ukraine, including the approval of the
National
Securities and Stock Market Commission of Ukraine, of the transfer
of ownership of Freedom UA and the securities brokerage business
conducted by it from BusinessTrain to the Company. On the date of
the Agreement
operational and
managerial control of Freedom UA
was transferred to the
Company and the Company will retain control from the date of the
Agreement until the transaction is consummated or
terminated
.
The
Company does not deem the acquisition of Freedom UA to be
material.
Forward-Looking Statements
This
Current Report on Form 8-K, contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. All statements, other than statements of historical fact,
made in this Current Report on Form 8-K are forward looking and
subject to change. Examples of forward-looking statements include,
among others, statements related to closing the acquisition of
Freedom CY, the issuance of shares of Company common stock,
completion of the Acquisition Agreement, the ability to receive the
required regulatory approvals in Ukraine to consummate the
acquisition of Freedom UA, and the Company’s business plans
and objectives. These forward-looking statements are subject to
business, economic and regulatory risk, reflect management’s
current expectations, and involve subjects that are inherently
uncertain and difficult to predict. Actual results could differ
materially from expected results expressed in such forward-looking
statements. The Company will not necessarily update information if
any forward-looking statement later turns out to be inaccurate.
Risks and uncertainties that may affect the Company’s future
results include, but are not limited to, those discussed in the
Company’s Annual Report on Form 10-K for the fiscal year
ended March 31, 2017 as filed with the SEC on June 30, 2017,
and in other documents the Company has filed with the
SEC.