Icfg: Notice of AGM

ICFG Limited

09 October 2026

 

09 October 2026

ICFG LIMITED

(“ICFG” or the “Company”)

Notice of Annual General Meeting

ICFG Limited (LON: ICFG), the international financial services group, announces that the Annual General Meeting ("AGM") of the Company will be held on Thursday, 29 October 2026 at 11:00 a.m.  GMT at Les Echelons Court, Les Echelons, St. Peter Port, Guernsey GY1 1AR.

As well as containing certain customary resolutions, the notice of  AGM contains information in connection with a proposed transfer of the Company’s registration from Guernsey to Singapore (the “Migration”). The notice of AGM and form of proxy will shortly be available on the Company’s website at https://ic-fg.com/pdf/agm/NOTICEAGM26.pdf

The Migration

The Board has undertaken a review of the Group's holding company structure and believes that it is appropriate to align the Company's place of incorporation with the Group's principal centre of management. Accordingly, the Company is seeking shareholder approval to transfer its registration from Guernsey to Singapore.

The Company’s existing registration structure reflects its historical position as a Guernsey-incorporated entity prior to the reverse takeover completed in February 2025. The Migration therefore represents a natural progression from this legacy structure towards a corporate framework that better reflects ICFG’s current identity and long-term strategic ambitions.

Following the Migration, it is intended that the Company will become a public company limited by shares registered in Singapore under the Companies Act 1967 of Singapore (“Singapore Companies Act”) and cease to be a company incorporated and registered in Guernsey. Thereafter, again subject to the approval of Company’s shareholders, the Company intends to amalgamate with its existing immediate wholly-owned Singapore subsidiary, ICFG Pte. Ltd., with the Company remaining as the surviving entity (the “Amalgamation”).

The Board further believes that the proposed reorganisation will improve management efficiency by consolidating the listed parent company and the Group's central management within a single jurisdiction, simplify the Group's corporate structure through the elimination of an intermediate holding company, and better position the Group to support its long-term strategic and financing objectives across Asia. The proposed reorganisation is also expected to reduce administrative complexity and further streamline the Group's governance and decision-making processes.

The Board wishes to reassure shareholders that the proposed reorganisation will not affect the Company's status as a company listed on the Main Market of the London Stock Exchange. It is important to note that at the end of both steps of the Migration and Amalgamation described above, the Company itself remains as the surviving entity, and its shareholders will, throughout the process, continue to hold the same proportionate interest in the Company that they held immediately prior to the re-domiciliation, whether legally or beneficially, save for any changes in individual holdings arising from ordinary market trading between the two steps.

The Company will continue to comply with all applicable United Kingdom Listing Rules, continuing obligations and disclosure requirements, and will remain subject to the oversight of the UK Financial Conduct Authority.

Full details of the proposed resolutions, the operation and arrangements and associated documents for the AGM are set out in the notice of AGM.

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