Update On Financing Arrangements
Summary by AI BETAClose X
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
8 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
UPDATE ON FINANCING ARRANGEMENTS
Introduction
On 25 February 2026, the boards of directors of Frontier Bidco Limited ("BidCo") and Augmentum Fintech plc ("Augmentum") announced that they had reached agreement on the terms and conditions of a recommended cash acquisition to be made by BidCo for the entire issued ordinary share capital of Augmentum (the "Acquisition") and to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Augmentum published the shareholder circular relating to the Scheme on 20 March 2026 (the "Scheme Document").
On 15 April 2026, Augmentum and BidCo announced that, at the Court Meeting and the General Meeting, both held on 15 April 2026 in connection with the Acquisition, the resolutions necessary to implement the Acquisition had been duly passed.
On 1 May 2026, Augmentum and BidCo announced that the Condition relating to regulatory approval by the FCA had been satisfied.
On 5 May 2026, Augmentum and BidCo announced an expected timetable of events in relation to the Scheme becoming Effective, including that the Court Sanction Hearing would take place on 11 May 2026.
Capitalised terms used but not otherwise defined in this announcement shall have the same meanings given to them in the Scheme Document, unless the context requires otherwise.
Financing of the Acquisition
The Scheme Document explained that the aggregate cash consideration payable by BidCo under the terms of the Acquisition (the "Cash Consideration Amount") was to be funded by BidCo from equity to be invested by the Verdane Funds and Verdane pursuant to the terms of the Equity Commitment Letter.
In order to provide greater flexibility with regards the timing of the ultimate equity contribution from the Verdane Funds, BidCo announces that the Cash Consideration Amount will be funded and settled in accordance with the Code from cash resources being held in a restricted bank account (the "Escrow Account") at J P Morgan Chase Bank N.A. (the "Escrow Agent") which were sourced from an existing credit facility which the Verdane Funds entered into prior to the Acquisition being considered.
The Escrow Agreement and the Amended Equity Commitment Letter
On 7 May 2026, BidCo and Houlihan Lokey entered into an agreement with the Escrow Agent in relation to arrangements for the Cash Consideration Amount (the "Escrow Agreement"). Pursuant to the Escrow Agreement the Cash Consideration Amount will be utilised only to settle the consideration due to Augmentum Shareholders pursuant to the Acquisition.
Following the Cash Consideration Amount being deposited into the Escrow Account, the Equity Commitment Letter was amended to reflect these updated financing arrangements (the "Amended Equity Commitment Letter").
Availability of documents
The Escrow Agreement and the Amended Equity Commitment Letter will (subject to any applicable restrictions relating to persons in, or resident in, Restricted Jurisdictions) be made available for inspection free of charge, on Augmentum's website at https://augmentum.vc/investors/offer on the date of this announcement and will be available until the end of the Offer Period. The contents of this website are not incorporated into, and do not form part of, this announcement.
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.
The Acquisition shall be subject to English law and the jurisdiction of the Court, and, among other things, the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the Registrar of Companies.
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.
However, if BidCo were to elect to implement the Acquisition by means of a Takeover Offer and determines to extend such Takeover Offer into the United States, such Takeover Offer shall be made in compliance with all applicable United States laws and regulations, including, without limitation, to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the United States by BidCo and no one else.
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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they shall be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at http://www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on website
A copy of this announcement and the Escrow Agreement and the Amended Equity Commitment Letter will be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Augmentum's website at https://augmentum.vc/investors/offer by no later than 12.00 noon (London time) on the first Business Day after the date of this announcement. For the avoidance of doubt, the contents of this website and any websites accessible from hyperlinks on this website are not incorporated into and do not form part of this announcement.
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