Scheme becomes Effective
Summary by AI BETAClose X
RECOMMENDED CASH ACQUISITION
of
AUGMENTUM FINTECH PLC
by
FRONTIER BIDCO LIMITED
(a newly formed company indirectly and wholly controlled by Verdane Fund Manager AB in its capacity as manager of Verdane Freya XII Investments AB)
being implemented by means of a scheme of arrangement under Part
26 of the Companies Act 2006
SCHEME BECOMES EFFECTIVE
Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY, in, into or from any jurisdiction (including the united states) where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction .
FOR IMMEDIATE RELEASE
13 MAY 2026
RECOMMENDED CASH ACQUISITION
of
AUGMENTUM FINTECH PLC
by
FRONTIER BIDCO LIMITED
(a newly formed company indirectly and wholly controlled by Verdane Fund Manager AB in its capacity as manager of Verdane Freya XII Investments AB)
being implemented by means of a scheme of arrangement under Part
26 of the Companies Act 2006
SCHEME BECOMES EFFECTIVE
The boards of directors of Frontier Bidco Limited (“ BidCo ”) and Augmentum Fintech plc (“ Augmentum ”) are pleased to announce that, further to the announcement on 11 May 2026 and following the delivery of a copy of the Court Order to the Registrar of Companies today for registration, the scheme of arrangement between Augmentum and the Scheme Shareholders under Part 26 of the Companies Act (the " Scheme ") to implement the recommended cash acquisition of the entire issued share capital of Augmentum (the " Acquisition ") has now become Effective in accordance with its terms and the entire issued share capital of Augmentum is now owned by BidCo.
Full details of the Acquisition are set out in the circular related to the Scheme published by Augmentum on 20 March 2026 (the " Scheme Document "). Capitalised terms in this announcement shall, unless otherwise defined, have the meanings set out in the Scheme Document. All reference to times in this announcement are to London time.
Suspension and cancellation of trading
Dealings in Augmentum Shares on the Main Market of London Stock Exchange were suspended with effect from 7.30 a.m. this morning, 13 May 2026. The cancellation of the admission to trading of Augmentum Shares on the Main Market of the London Stock Exchange is expected to take effect at 8.00 a.m. on 14 May 2026.
As a result of the Scheme having become Effective, share certificates in respect of Augmentum Shares have ceased to be valid documents of title and entitlements to Augmentum Shares held in uncertificated form in CREST are being cancelled.
Settlement of consideration
As set out in the Scheme Document, a Scheme Shareholder on the register of members of Augmentum at the Scheme Record Time, being 6.00 p.m. on 12 May 2026, is entitled to receive 111 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected as provided for in the Scheme Document by no later than 27 May 2026.
Augmentum Board changes
As the Scheme has now become Effective, Augmentum duly announces that, as of today's date, each of William Reeve, Karen Brade, Conny Dorrestijn, David Haysey and Sir William Russell have resigned as directors of Augmentum.
Dealing disclosures
Augmentum is no longer in an "offer period" as defined in the Takeover Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.
For further information
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Verdane |
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James Cook, Director of PR and Content |
+44 (0)7462 607105
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Houlihan Lokey UK Limited (Financial Adviser to BidCo and Verdane) |
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+44 (0)20 7839 3355 |
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Augmentum Fintech plc |
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William Reeve, Chairman |
Via Cavendish Capital Markets Limited |
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Media Enquiries: Nigel Szembel
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+44 (0)7802 362088
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Cavendish Capital Markets Limited (Sole Financial Adviser and Rule 3 Adviser to Augmentum) |
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Marc Milmo, Robert Peel, Henrik Persson, Daniel Balabanoff, Trisyia Jamaludin |
+44 (0)20 7220 0500
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Stephenson Harwood LLP is retained as legal adviser to Augmentum. Taylor Wessing LLP is retained as legal adviser to Verdane and BidCo.
Important notices
Houlihan Lokey UK Limited (" Houlihan Lokey "), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to BidCo and Verdane and no one else in connection with the Acquisition and will not be responsible to anyone other than BidCo and Verdane for providing the protections afforded to clients of Houlihan Lokey or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Houlihan Lokey nor any of its affiliates owes or accepts any duty, liability, or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Houlihan Lokey in connection with this announcement, any statement contained herein or otherwise.
Cavendish Capital Markets Limited (" Cavendish "), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as sole financial adviser and Rule 3 adviser to Augmentum and no one else in connection with the Acquisition and will not be responsible to anyone other than Augmentum for providing the protections afforded to clients of Cavendish or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Cavendish nor any of its affiliates owes or accepts any duty, liability, or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this announcement, any statement contained herein or otherwise.
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, invitation, solicitation, purchase, sale, issuance or exchange is unlawful.
This announcement has been prepared for the purpose of complying with English law, the Takeover Code, the UK Listing Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any other jurisdictions.
Overseas Shareholders
The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions. Persons into whose possession this announcement comes who are not resident in the United Kingdom or who are subject to the laws and/or regulations of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any such applicable laws and/or regulations in their jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom to vote their Augmentum Shares with respect to the Scheme at the Court Meeting or the Resolution(s) at the General Meeting, or to appoint another person as proxy to vote at the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Further details in relation to Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by BidCo or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. If the Acquisition is implemented by a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national state or other securities exchange, of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from or within any Restricted Jurisdiction.
Additional information for investors in the United States
The Acquisition relates to shares of an English company admitted to trading on the Main Market of the London Stock Exchange and is proposed to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act which will be governed by English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in the United Kingdom to schemes of arrangement which differ from the requirements of United States tender offer and proxy solicitation rules.
In accordance with normal United Kingdom practice and pursuant to Rule 14(e)-5(b) of the US Exchange Act (if applicable), BidCo or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Augmentum outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. Were they to be made, these purchases or arrangements to purchase would occur either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.
The receipt of consideration by a US holder for the transfer of its Augmentum Shares pursuant to the Acquisition may have tax consequences in the US and such consequences, if any, are not described herein. US holders of Augmentum Shares are urged to consult their independent professional adviser immediately regarding the legal, tax and financial consequences of the Acquisition applicable to them.
Neither the US Securities and Exchange Commission nor any securities commission of any state or other jurisdiction of the United States has approved the Acquisition, passed judgment upon the fairness or the merits of the Acquisition, or passed judgment upon the completeness, adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.
Financial information relating to Augmentum included in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document) or any other documents relating to the Acquisition, has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or other companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States (" US GAAP "). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this announcement has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).
Each of BidCo and Augmentum is organised under the laws of England and Wales. Some or all of the officers and directors of BidCo and Augmentum , respectively, are residents of countries other than the United States. In addition, a number of the assets of BidCo and Augmentum are located outside the United States. As a result, it may be difficult for US holders of Augmentum Shares to effect service of process within the United States upon BidCo or Augmentum or their respective officers or directors or to enforce against them a judgment of a US court predicated upon the federal or state securities laws of the United States, including judgments based upon the civil liability provisions of the US federal securities laws. US shareholders of Augmentum may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.
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