Plata Financial Limited · Ordinary shares of £0.01 each
Plata share offer — prospectus
This document sets out the full terms of the Plata share offer and the risk factors you should consider. Any decision to invest should be made solely on the basis of this prospectus, read in full.
The value of investments can fall as well as rise and you may get back less than you invest. Capital is at risk. Please read this prospectus, including the risk factors, in full before deciding whether to invest.
Offer at a glance
£3.80
Offer price
Fixed price per share
Up to £1bn
Raising
New capital in the offer
~£5bn
Valuation
On admission
PLT · LSE
Listing
Main Market
Contents
Important information
This prospectus relates to an offer of ordinary shares in Plata Financial Limited (the “Company”) and to the proposed admission of those shares to the Main Market of the London Stock Exchange. It has been prepared in accordance with the applicable UK prospectus rules and is intended to give you the information you need to make an informed assessment of the Company and the shares.
Nothing in this prospectus constitutes investment, financial, legal or tax advice. If you are in any doubt about the contents of this document or the action you should take, you should consult an independent financial adviser authorised under the Financial Services and Markets Act 2000.
The distribution of this prospectus and the offer of shares may be restricted by law in certain jurisdictions. The shares are being offered only where it is lawful to do so, and only to persons who are eligible to participate. It is your responsibility to satisfy yourself that you are permitted to apply.
Forward-looking statements
This prospectus contains forward-looking statements relating to the Company, its business, strategy and industry. Words such as “estimate”, “project”, “believe”, “anticipate”, “intend” and “expect” identify these statements. They reflect the Board’s current view and are subject to risks and uncertainties that could cause actual results to differ materially. You should not place undue reliance on forward-looking statements, which speak only as at the date of this document. The Company does not undertake to update them except as required by law.
1. Summary of the offer
Plata Financial Limited (“Plata” or the “Company”) is offering ordinary shares to investors ahead of admission to the Main Market of the London Stock Exchange under the ticker PLT. Plata is a UK fintech lender providing consumer credit through a technology-led platform and Open Banking–powered decisioning.
Shares are offered at a fixed price of £3.80 per share. The offer is intended to raise up to £1 billion of new capital, at a valuation of approximately £5 billion on admission. The minimum application is £1,000. The offer is made on a best-efforts basis and does not have a minimum aggregate amount.
This summary is not complete in itself and does not contain all the information you need to make an investment decision. You should read this prospectus in full, together with the offer timetable set out on the investor relations page.
2. Offering terms
| Issuer | Plata Financial Limited (to be re-registered as Plata Financial plc prior to admission) |
|---|---|
| Security offered | Ordinary shares of £0.01 each, ranking pari passu in all respects |
| Offer price | £3.80 per ordinary share (fixed) |
| New capital raised | Up to £1,000,000,000 (gross) |
| New shares issued (maximum) | Up to 263,157,894 ordinary shares |
| Existing shares in issue | 1,052,631,579 ordinary shares |
| Shares in issue on admission (maximum) | 1,315,789,473 ordinary shares |
| Market capitalisation on admission | Approximately £5.0 billion |
| Free float on admission | Approximately 20% of the enlarged share capital |
| Minimum application | £1,000 per investor |
| Ticker and market | PLT — London Stock Exchange, Main Market (premium listing segment) |
| ISIN | GB00BPLATA019 |
| Settlement | CREST-eligible in uncertificated form; certificated holdings available on request |
| Currency | Pounds sterling (GBP) |
| Basis of the offer | Best efforts; the offer does not have a minimum aggregate amount |
| Dividend policy | Progressive, subject to Board discretion and to capital and regulatory requirements |
Share counts assume the maximum raise of £1 billion at £3.80 per share. The actual number of shares issued will depend on the amount raised.
3. The Company
Plata is a direct consumer lender, not a broker. The Company makes its own lending decisions, using its own funds and its own technology, across a growing book of fixed-rate personal loans. Control over the full value chain — origination, decisioning, pricing, servicing and collections — is central to the economics that investors are being invited to back.
At the core of the business is a technology platform, powered by Open Banking and digital identity verification, that prices risk in real time and keeps the cost-to-serve low. This allows Plata to assess affordability carefully on every application, extend credit responsibly, and grow the loan book while managing credit losses.
The Company is authorised and regulated by the Financial Conduct Authority. Its strategy is to keep scaling the loan book, deepen its use of data and automation, and broaden its product range while maintaining disciplined underwriting and strong customer outcomes under the Consumer Duty.
Model
Direct, technology-led lender
Engine
Open Banking real-time pricing
Regulator
FCA authorised & regulated
4. Use of proceeds
The net proceeds of the offer are intended to fund continued growth of the loan book, strengthen the Company’s regulatory capital and balance sheet, invest in the technology platform, and support brand and distribution. The table below summarises the intended application of proceeds under three illustrative raise scenarios.
| Net proceeds | £400m raise | £700m raise | £1,000m raise |
|---|---|---|---|
| Gross proceeds | £400.0m | £700.0m | £1,000.0m |
| Estimated offer costs & commissions | (£11.5m) | (£18.9m) | (£26.0m) |
| Net proceeds to the Company | £388.5m | £681.1m | £974.0m |
Application of net proceeds
| Application | % of net proceeds | At £1,000m raise |
|---|---|---|
| Growth of the loan book (lending capital) | 55% | £535.7m |
| Regulatory & balance-sheet capital | 20% | £194.8m |
| Technology & platform investment | 13% | £126.6m |
| Brand, marketing & distribution | 8% | £77.9m |
| General corporate purposes | 4% | £39.0m |
Because the offer is made on a best-efforts basis, it may close without raising the maximum amount. The Company reserves the right to change the application of proceeds if the Board believes it is in the best interests of the Company. Figures are illustrative and rounded.
5. Financial information
The selected financial information below is extracted from the Company’s historical financial information. It should be read together with the full audited financial statements, the notes and the auditor’s report, which form part of this prospectus.
| Selected financials | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Gross loan book (period end) | £1.4bn | £2.1bn | £3.2bn |
| Interest & fee income | £312m | £471m | £694m |
| Net interest income | £198m | £301m | £452m |
| Impairment charge | (£46m) | (£69m) | (£101m) |
| Profit before tax | £41m | £89m | £164m |
| Profit after tax | £31m | £67m | £123m |
| Active customers | 0.38m | 0.57m | 0.83m |
| Net assets (shareholders' equity) | £268m | £372m | £548m |
| Return on equity | 12% | 19% | 25% |
| Cost-to-income ratio | 48% | 42% | 37% |
Historical performance is not a guide to future performance. Figures are presented for illustration and are rounded; the audited financial statements and accompanying notes are the definitive record.
6. Dilution & share capital
New shares issued in the offer will dilute the percentage ownership of existing shareholders. Assuming the maximum raise of £1 billion, new investors would together hold approximately 20% of the enlarged share capital, as shown below.
| Ownership on admission | Ordinary shares | % holding |
|---|---|---|
| Existing shareholders | 1,052,631,579 | 80.0% |
| New investors in the offer | 263,157,894 | 20.0% |
| Total on admission (maximum raise) | 1,315,789,473 | 100.0% |
The Company may in future issue further shares to raise capital, make acquisitions or satisfy employee incentive arrangements. Any such issue, or the exercise of options and other equity awards, may further dilute your percentage ownership and could reduce the value of your shares. The extent of future dilution will depend on the terms of any such issue, which cannot be predicted.
7. Directors, governance & corporate structure
The Company is led by an experienced Board and senior management team. On admission, the Company intends to comply with the UK Corporate Governance Code, with a majority-independent board and separate audit & risk, remuneration and nomination committees.
Board of Directors
Eleanor Whitby
Independent Non-Executive Chair
Over 25 years in financial services, including senior board roles at two FTSE 250 lenders. Chairs the board and the nomination committee.
Marcus Delgado
Chief Executive Officer
Founder-CEO. Previously led consumer-credit product at a major UK bank. Drives strategy, technology and growth of the loan book.
Priya Nair
Chief Financial Officer
Chartered accountant with a background in capital markets and treasury. Responsible for finance, funding and investor reporting.
James Okonkwo
Senior Independent Director
Former regulator and risk executive. Chairs the audit and risk committee and brings deep prudential expertise.
Senior management
Sofia Larsson
Chief Risk Officer
Leads credit risk, affordability and the real-time pricing models that underpin the lending engine.
Daniel Reyes
Chief Technology Officer
Built the Open Banking and digital-verification platform. Owns engineering, data and security.
Amara Boateng
Chief Compliance Officer
Oversees regulatory compliance, anti-money-laundering controls and the FCA relationship.
Corporate structure & share capital
The Company’s share capital comprises ordinary shares of £0.01 each. Prior to admission the Company intends to re-register as a public limited company (Plata Financial plc). All ordinary shares rank equally in all respects, including as to voting, dividends and return of capital. There is a single class of shares in issue.
8. Rights attaching to the shares
The ordinary shares carry the right to one vote per share on a poll at general meetings of the Company. Holders are entitled to receive any dividends declared, in proportion to their holdings, and to participate in the assets of the Company on a winding-up after creditors have been paid.
The shares are freely transferable, subject to the Company’s articles of association and applicable law. There are no redemption rights and no fixed dividend entitlement — any dividend is at the discretion of the Board and subject to the Company’s capital and regulatory requirements. On admission the shares will be eligible for settlement in CREST in uncertificated form.
9. Terms and conditions of the offer
Applications
Applications are made through the Plata platform after you have registered and completed identity verification (KYC). By applying you agree to the terms of the offer set out in this prospectus and confirm that you have read it in full.
The minimum application is £1,000. Applications may be scaled back or rejected in whole or in part at the Company’s absolute discretion, including where an allocation would breach applicable law or the Company’s eligibility criteria.
Allocation & pricing
Shares are offered at the fixed price of £3.80 per share. Where applications exceed the shares available, allocations will be determined by the Company and its advisers on a basis intended to support an orderly market on admission.
The offer is made on a best-efforts basis and does not have a minimum aggregate amount. The Company reserves the right to close the offer early, to extend it, or not to proceed to admission.
Payment & settlement
Successful applicants must fund their application in full by the settlement date notified to them. Application monies are held in a segregated client account until subscriptions are accepted.
Shares are issued in uncertificated form and settled through CREST on admission. Where an application is rejected or scaled back, the relevant monies are returned without interest.
Admission & dealings
The Company is applying for the ordinary shares to be admitted to the premium listing segment of the Official List and to trading on the Main Market of the London Stock Exchange under the ticker PLT.
Admission is not guaranteed. If admission does not become effective, the offer will not proceed and application monies will be returned.
Cancellation rights
Where a supplementary prospectus is published before admission, applicants have the statutory right to withdraw their application within the period specified in that supplementary prospectus.
10. Taxation
The tax treatment of an investment in the shares depends on your individual circumstances and may be subject to change. Dividends and any gains may be taxable. Some investors may be able to hold the shares within a tax-advantaged account, such as a Stocks and Shares ISA, subject to the applicable rules and limits.
This is a general summary only and does not constitute tax advice. You should consult your own professional adviser about the tax consequences of acquiring, holding and disposing of the shares in your particular circumstances.
11. Risk factors
An investment in the shares carries risk. The risks below are those the Company considers material as at the date of this prospectus, but they are not the only risks it faces. Additional risks not presently known, or currently considered immaterial, could also affect the Company. You should consider all of them carefully before deciding whether to invest.
Risks relating to the Company's business
- •Plata is a consumer lender and is exposed to credit risk. If borrowers default at rates higher than the Company’s models predict, impairment charges will rise and profitability will fall.
- •The Company’s growth depends on continued access to funding and liquidity. If wholesale funding, deposits or securitisation markets become more expensive or unavailable, the cost and volume of lending will be affected.
- •Loan performance is sensitive to the macroeconomic environment. Rising unemployment, falling real incomes or higher interest rates could increase defaults and reduce demand for credit.
- •The Company relies on proprietary credit models and Open Banking data to price risk. Model error, data-quality issues or changes in data access could lead to mispriced lending and losses.
- •Plata operates a technology-led platform. Systems failures, outages, third-party dependency failures or cyber-attacks could disrupt lending, damage the brand and result in financial and regulatory loss.
- •The Company has a limited operating history at its current scale and its recent rapid growth may not be sustainable. Execution risk in scaling operations, controls and people is significant.
- •Plata depends on a small number of key executives and specialists. The loss of key personnel, or an inability to recruit, could harm the business.
- •The consumer-credit market is competitive, including from banks, established lenders and other fintechs. Competition could compress margins or reduce the Company’s share of new lending.
Risks relating to regulation
- •Plata is authorised and regulated by the Financial Conduct Authority. Changes in regulation, supervisory expectations or the interpretation of existing rules — including the Consumer Duty — could increase compliance costs or restrict the business.
- •As a regulated lender the Company is subject to capital and prudential requirements. Increases in required capital could constrain lending or require further fundraising.
- •The Company is subject to anti-money-laundering, financial-crime, data-protection (UK GDPR) and consumer-protection obligations. Failures could result in fines, redress, restrictions or reputational harm.
- •Regulatory investigations, enforcement action, complaints or Financial Ombudsman Service decisions could result in customer redress and unplanned costs.
Risks relating to the shares and the offer
- •The shares are not currently listed. There is no guarantee that admission to trading will complete or that a liquid market in the shares will develop or be sustained.
- •The market price of the shares, once admitted, may be volatile and may fall below the offer price. You may get back less than you invest and could lose your entire investment.
- •The offer is made on a best-efforts basis with no minimum amount. If the Company raises materially less than the maximum, it may need to adjust its plans or seek further funding, which may dilute existing holders.
- •New investors will hold a minority of the enlarged share capital and will not control the Company. Existing shareholders will retain significant influence.
- •The Company has discretion over the application of the net proceeds and may apply them differently from the intended uses described in this prospectus.
- •Dividends are not guaranteed. Any dividend depends on the Company’s profitability, capital position, regulatory requirements and the discretion of the Board.
- •Future issues of shares, or the exercise of options and other equity awards, may dilute your percentage ownership and the value of your shares.
General risks
- •The value of investments can fall as well as rise and past performance is not a guide to future performance.
- •Broad economic, political, geopolitical and market conditions — including recession, inflation, interest-rate changes and financial-market disruption — could adversely affect the Company and the value of the shares.
- •Changes in tax law or its interpretation could affect the Company and the after-tax return to shareholders. The tax treatment depends on individual circumstances and may change.
- •This prospectus contains forward-looking statements that are subject to risks and uncertainties. Actual results may differ materially and you should not place undue reliance on them.
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