Update re: LOI given by Asset Value Investors Ltd
Summary by AI BETAClose X
DISCLOSURE UNDER RULE 2.10(C)(II) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").
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
31 March 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)
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER
PART 26 OF THE COMPANIES ACT 2006
Update re: the Letter of Intent from Asset Value Investors Ltd
On 25 February 2026, the boards of directors of Frontier Bidco Limited ("BidCo") and Augmentum Fintech plc ("Augmentum" or the "Company") 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"), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") (the "Rule 2.7 Announcement"). The Circular in relation to the Scheme was published by the Company on 20 March 2026 (the "Scheme Document").
As set out in Part B of Appendix 3 to the Rule 2.7 Announcement, and in the Scheme Document, BidCo had received a letter of intent from Asset Value Investors Ltd ("Asset Value") in respect of 4,209,000 Augmentum Shares (representing 2.52 per cent. of Augmentum's existing issued ordinary share capital) pursuant to which Asset Value intended to:
(i) vote (or procure the vote) in favour of the Scheme at the Court Meeting; and
(ii) vote (or procure the vote) in favour of the resolution required to implement the Scheme to be proposed at the General Meeting,
(or, in the event that the Proposals are implemented by way of a Takeover Offer, to accept or procure acceptance of such offer) in respect of its beneficial holdings of Augmentum Shares (or holdings over which it had control) (the "Asset Value Letter of Intent").
Under the Asset Value Letter of Intent, Asset Value is permitted to sell, acquire or otherwise deal in Augmentum Shares at any time.
On 30 March 2026, the board of Augmentum was notified that Asset Value had sold all of the Augmentum Shares held by it and that were subject to the Asset Value Letter of Intent. Accordingly, BidCo no longer has the benefit of the Asset Value Letter of Intent i.
Consequently, the total number of Augmentum Shares which are subject to either irrevocable undertakings or letters of intent has reduced to 11,210,452 Augmentum Shares, representing approximately 6.70 per cent. of Augmentum's existing issued ordinary share capital.
Unless otherwise defined in this announcement, capitalised words and phrases used in this announcement shall have the same meanings given to them in the Rule 2.7 Announcement.
Enquiries:
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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
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+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.
Issued Share Capital
In accordance with Rule 2.9 of the Takeover Code, Augmentum confirms that, as at the Latest Practicable Date (being 19 March 2026), it had in issue 181,013,697 ordinary shares of £0.01 each ("Augmentum Shares"), of which 13,732,795 are held in treasury. The total number of Augmentum Shares in issue with voting rights and held outside treasury is, therefore, 167,280,902. The ISIN of the Augmentum Shares is GB00BG12XV81. The LEI of Augmentum is 213800OTQ44T55518S71.
Important Notices
The Acquisition is subject to the Conditions and to the further terms and conditions set out in the Scheme Document. The Acquisition is being made solely through the Scheme Document, which contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document. Augmentum Shareholders are advised to read the Scheme Document carefully, once received.
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.
The Acquisition is being made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, any document by which the Takeover Offer is made) which, together with the Forms of Proxy (or forms of acceptance, if applicable), contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the resolutions proposed in connection with the Acquisition. Any vote, approval, decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or if the Acquisition is to be implemented by way of a Takeover Offer, the offer document).
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the release of this announcement will not give rise to any implication that there has been no change in the facts set out in this announcement since such date.
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.
Augmentum Shareholders should not make any investment decision in relation to the Acquisition except on the basis of the Scheme Document (or if the Acquisition is to be implemented by way of a Takeover Offer, the offer document). Augmentum and BidCo urge Augmentum Shareholders to read the Scheme Document in full when it becomes available because it will contain important information relating to the Acquisition.
This announcement does not constitute a prospectus or prospectus equivalent document.
No person should construe the contents of this announcement as legal, financial or tax advice. If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom, or another appropriately authorised independent financial adviser, if you are in a territory outside the United Kingdom.
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.
Electronic communications
Please be aware that addresses, electronic addresses and certain information provided by Augmentum Shareholders, persons with information rights and other relevant persons for the receipt of communications from Augmentum may be provided to BidCo during the Offer Period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Publication on website and availability of hard copies
A copy of this announcement and the Scheme Document (together with all other documents required to be published pursuant to Rule 26 of the Takeover Code) 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 these websites and any websites accessible from hyperlinks on these websites are not incorporated into and do not form part of this announcement.
Augmentum Shareholders and persons with information rights may request a hard copy of this announcement by contacting Augmentum's registrar, Computershare Investor Services PLC, by writing to them at The Pavilions, Bridgwater Road, Bristol BS99 6ZZ or by calling them on +44 (0)370 707 1469 during business hours (8.30 a.m. to 5.30 p.m. (London time) Monday to Friday excluding public holidays in England and Wales). Calls are charged at the standard geographical rate and rates may vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Please note that Computershare cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.
Augmentum Shareholders and persons with information rights may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be sent to them in hard copy form, again by writing to the address set out above or by calling the telephone number above. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information in relation to the Acquisition are sent to them in hard copy form.
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