Notice of Final Results and Notice of General M...
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EC NO. 596/2014) ("MAR").
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
This announcement does not constitute, and may not be construed as, an offer to sell or an invitation or recommendation to purchase, sell or subscribe for any securities or investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party.
LEI: 213800OTQ44T555I8S71
5 June 2019
Augmentum Fintech plc
(the “Companyâ€)
Notice of Final Results, Amendment to Investment Policy and Notice of General Meeting
Notice of Final Results
Augmentum Fintech plc (LSE: AUGM), the UK’s only publicly listed investment company focusing on the fintech sector, will announce its Final Results for the period from incorporation to 31 March 2019 on 11 June 2019.
The Company's Portfolio Manager will host a conference call for analysts at 10.00 a.m. on 11 June 2019. For access to the call please register at: results@augmentum.vc.
Amendment to the Investment Policy
As announced on 5 March 2019, the Company now has investments in 15 fintech companies and has substantially fully committed the net proceeds raised at IPO. The Board considers it appropriate to now make certain non-material changes to the Company’s Investment Policy to reflect the progress made by and development of the Company since IPO. Full details of the changes to the Investment Policy are highlighted at the end of this announcement.
Publication of a Circular to convene a General Meeting
The Portfolio Manager has, through its existing industry relationships, identified a considerable pipeline of further investments in line with the Company’s investment objective and investment policy. The identified pipeline of potential investments is currently in excess of £450 million, and covers all target sectors and geographies.
Accordingly, following consultation with the Portfolio Manager, the Board has concluded that now is an appropriate time to seek Shareholder authority to, over the period to 31 December 2020, allot up to 150 million new Ordinary Shares and/or C Shares (together the "New Shares") in order to provide the Company with sufficient flexibility to take advantage of the identified pipeline and current fintech opportunity in the UK and wider Europe. The New Shares may be issued pursuant to a share issuance programme (the "Share Issuance Programme") or otherwise. Further details of the proposed Share Issuance Programme are set out in the Circular.
The Circular includes a notice convening a general meeting of shareholders to be held at 9.00 a.m. on 1 July 2019 at 25 Southampton Buildings, London, WC2A 1AL (the “General Meetingâ€) to consider and, if thought fit, approve an ordinary resolution empowering the Directors to allot equity securities and a special resolution to disapply pre-emption rights in respect of any such issuance. Assuming the Resolutions to be proposed at the General Meeting are passed, such authorities will be granted in substitution for the existing share issuance authorities.
Expected Timetable
| Latest time and date for receipt of proxy appointments for use at the General Meeting | 9.00 a.m. on 27 June 2019 |
| General Meeting | 9.00 a.m. on 1 July 2019 |
A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM. The Circular will also shortly be available on the Company's website at www.augmentum.vc
Enquiries:
Augmentum nigel@augmentum.vc
Nigel Szembel +44 (0)20 3961 5420 or +44 (0)7802 362088
Fidante Capital +44 (0)20 7832 0900
Nick Donovan
John Armstrong-Denby
Will Talkington
Peel Hunt +44 (0)20 7418 8900
Luke Simpson
Liz Yong
Frostrow Capital LLP, Company Secretary
Victoria Hale +44 (0)20 3170 8732
Notes to Editors
Augmentum Fintech plc is one of Europe’s leading venture capital investors focusing exclusively on the fintech sector. Augmentum Fintech invests in fast growing fintech businesses that are disrupting the banking, insurance, asset management and wider financial services sectors. Augmentum Fintech is the UK’s only publicly listed investment company focusing on the fintech sector, having launched on the main market of the London Stock Exchange in 2018, giving businesses access to patient capital and support, unrestricted by conventional fund timelines.
Appendix – Revised Investment Policy
Investment policy
In order to achieve its investment objective, the Company will purchase the Initial Portfolio following Admission by the Acquisition of the Partnership and will subsequently invests in early (but not seed) or later stage investments in unquoted fintech businesses. The Company intends to realise value through exiting the investments over time.
The Company will seeks exposure to early stage businesses which are high growth, with scalable opportunities, and have disruptive technologies in the banking, insurance and asset management sectors, including as well as those that provide services to underpin the financial sector and other cross-industry propositions.
Investments are expected to be mainly in the form of equity and equity-related instruments issued by portfolio companies, although investments may be made by way of convertible debt instruments. The Company intends to invest in unquoted companies and will ensure that the Company has suitable investor protection rights where appropriate. The Company may also invest in partnerships, limited liability partnerships and other legal forms of entity. The Company will not invest in publicly traded companies. However, portfolio companies may seek initial public offerings from time to time, in which case the Company may continue to hold such investments without restriction.
The Company may acquire investments directly or by way of holdings in special purpose vehicles or intermediate holding entities (such as the Partnership).
The Management Team has historically taken a board or observer position on investee companies and, where in the best interests of the Company, will do so in relation to future investee companies.
Once fully invested, the Company’s portfolio is expected to comprise 15 – 20 holdings. The Company’s portfolio is expected to be diversified across a number of geographical areas predominantly within the UK and wider Europe and the Company will at all times invest and manage the portfolio in a manner consistent with spreading investment risk.
The Management Team will actively manage the portfolio to maximise returns, including helping to scale the team, refining and driving key performance indicators, stimulating growth, and positively influencing future financing and exits.
Investment restrictions
The Company will invest and manage its assets with the object of spreading risk through the following investment restrictions:
-
the value of no single investment (including related investments in group entities or related parties) will represent more than 15 per cent. of Net Asset Value, provided that one investment in the portfolio may represent up to 20 per cent of Net Asset Value, and disregarding the effect of the receipt of rights, bonuses, benefits in the nature of capital or by reason of any other action affecting every holder of that investment; and
-
at least 80 per cent of Net Asset Value will be invested in businesses which are headquartered in or have their main centre of business in the UK or wider Europe.
Each of the restrictions above will apply once the Company is fully invested and will be calculated at the time of investment. The Company will not be required to dispose of any investment or to rebalance the portfolio as a result of a change in the respective valuations of its assets.
Hedging and derivatives
Save for investments made using equity-related instruments as described above, the Company will not employ derivatives of any kind for investment purposes. Derivatives may be used for currency hedging purposes.
Borrowing policy
The Company may, from time to time, use borrowings to manage its working capital requirements but shall not borrow for investment purposes. Borrowings will not exceed 10 per cent. of the Company’s Net Asset Value, calculated at the time of borrowing.
Cash management
The Company may hold cash on deposit and may invest in cash equivalent investments, which may include short-term investments in money market type funds and tradeable debt securities.
There is no restriction on the amount of cash or cash equivalent investments that the Company may hold or where it is held. The Board will agreehas agreed prudent cash management guidelines with the AIFM to ensure an appropriate risk / return profile is maintained. Cash and cash equivalents will be are held with approved counterparties, and in line with prudent cash management guidelines, agreed with the Board, AIFM and Investment Adviser or New Portfolio Manager, as appropriate.
Once the net proceeds of the Issue are substantially fully deployed, iIt is expected that the Company will hold between 10 and 20 per cent. of its Gross Assets in cash or cash equivalent investments, for the purpose of making follow-on investments in accordance with the Company’s investment policy and to manage the working capital requirements of the Company.
Changes to the investment policy
No material change will be made to the investment policy without the approval of Shareholders by ordinary resolution. Non-material changes to the investment policy may be approved by the Board. In the event of a breach of the investment policy set out above and the investment and gearing restrictions set out therein, the Management Team shall inform the AIFM and the Board upon becoming aware of the same and if the AIFM and/or the Board considers the breach to be material, notification will be made to a Regulatory Information Service.
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