REG - Argentex Group PLC - Annual General Meeting Statement

ArgentexAnnouncement

11/06/2025 11:00

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RNS Number : 4067M  Argentex Group PLC  11 June 2025

11 June 2025

 

Argentex Group PLC

 

(the "Company")

 

Annual General Meeting Statement

 

With the approval by the requisite majorities of the recommended cash
acquisition of Argentex by IFX (UK) Ltd (trading as IFX Payments) ("IFX") at
the Court Meeting and General Meeting earlier today, the approval of the
transaction now remains subject to the approval of three regulators (the FCA,
the DFSA and the Dutch Central Bank) and certain other conditions (including
sanction by the Court).

Argentex released its audited results for the year ended 31 December 2024 on 2
April 2025. On 22 April 2025, trading in the ordinary shares on AIM was
suspended and, ultimately, an offer from IFX for Argentex was recommended by
the Board on 25 April 2025, as an alternative to imminent insolvency. This
sudden deterioration in the Company's liquidity and near insolvency were
wholly unexpected and the Non-Executive Directors would like to make the
following comments.

·      The initial trigger for the liquidity pressure was the reduction
in the value of the US dollar to other international currencies, particularly
the Euro. This started on 2 April 2025, following President Trump's
"Liberation Day" proposals on tariffs.

·      Unfortunately, Argentex's forward option book was unbalanced in
favour of the US dollar and, as it weakened, the Company struggled to match
collateral demanded by its liquidity providers with what it was able to secure
from clients. This started a serious cash outflow from the business.

·      The problem was exacerbated by the Company having also entered
certain "zero-zero" contracts and Target Redemption Forward Contracts
("TARFs") which, in most cases, involved limited collateral requirements from
clients. From subsequent investigation by the Non-Executive Directors, it
appears that zero-zero contracts had been introduced by Argentex in 2022 and
TARFs  in July 2023.

·      From disclosures to the regulator, the Non-Executive Directors
have learned that certain members of the executive management of Argentex (who
were also members of the credit committee) were aware of potentially serious
impending liquidity issues on 4 April 2025. The Chairman, Nigel Railton, was
informed of the issue on 12 April 2025. This delay, which restricted the
options available to the Board given limited time and with a liquidity crisis
imminent, is the subject of further investigation.

·      Under Board supervision, the Company took a number of immediate
measures to conserve cash and to secure collateral from its clients. In
addition, the Company approached other potential sources for temporary
financial support, including  shareholders, but this was unsuccessful.

·      By Good Friday, 18 April 2025, and having taken appropriate legal
advice, it became clear to the Non-Executive Directors that without
significant external financial support, Argentex would likely be insolvent
later the following week and the Board commenced an emergency sale process
over Easter, which was led by the Chairman and Senior Non-Executive Director.

·      After an intense set of negotiations over the Easter bank holiday
weekend, Argentex had received three approaches from IFX, Lumon Acquisitions
Limited, a vehicle of Pollen Street Capital ("Pollen Street") and Terry
Clune/Harry Adams. On 23 April 2025 the Company announced that the Board was
in advanced discussions with IFX and that it had unequivocally rejected the
proposals from Pollen Street and Terry Clunes/Harry Adams. Following this
announcement a competing proposal from Pollen Street was accepted in principle
and recommended by the Board on the afternoon of 23 April 2025.  The offer
from Pollen Street , which was expected to be launched as a firm offer at
market opening on 24 April 2025, was withdrawn just after midnight on 24 April
2025.  In the face of pending insolvency, the Board re-engaged with IFX and
secured an indicative offer of £3 million (with immediate financial support
from IFX) which was agreed in principle in the morning of 24 April 2025 and
announced  later that day. This was followed by the announcement of the
recommended firm cash offer from IFX on 25 April 2025.

·      It is now clear to the Non-Executive Directors that there were
significant issues that were not identified by the Company's internal and
external risk management and stress testing procedures and, critically, a
failure of individuals in performing their designated roles competently. Many
of these issues have or are being rectified with urgency.  There were also
systemic issues with new products put in place, the risks of which had not
been fully understood nor disclosed adequately to the Board.

·      On 25 April 2025, Jim Ormonde, Chief Executive officer, left the
Company with immediate effect along with Daniel Ross, Chief Commercial
Officer.

·      Following the announcement of the firm offer by IFX, Argentex has
been working closely with the FCA to ensure the robustness of its internal
systems  pending the completion of the takeover by IFX . This has included a
full review of risk controls and a substantial increase in the regulatory
capital required by the business.

 

Nigel Railton, Chairman of Argentex, commented as follows -

"This has been a very disappointing outcome for Argentex shareholders with
multiple serious failings of individuals, management and processes. In
particular, the delay in alerting the Board to the impending liquidity issue
proved critical by limiting the time available to attempt to resolve it. It is
also now clear that the liquidity situation was exacerbated by increased
exposure to zero/zero contracts and TARFs which were not properly disclosed to
the Board.

The only consolation is that we have achieved some value for shareholders in
very difficult circumstances and avoided insolvency, thereby saving the
business to continue under the ownership of IFX."

 

 For further information, please contact:
 Argentex Group plc                                                      c/o Teneo Financial Advisory Limited

 Nigel Railton - Chair

 Singer Capital Markets                                                  Tel: 0207 496 3000

 (Nomad and Broker)

 James Maxwell / Tom Salvesen / Asha Chotai
 Teneo Financial Advisory  Limited (Capital Market Communications Ltd)   Tel: 0207 260 2700
 (Financial PR Adviser to Argentex)

 James Macey-White

 Victoria Boxall

 Riann Cato

 

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