REG - Argentex Group PLC - Form 8 (OPD) (Argentex Group PLC)

ArgentexAnnouncement

07/05/2025 13:15

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RNS Number : 7200H  Argentex Group PLC  07 May 2025

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Argentex Group PLC
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Argentex Group PLC
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         6 May 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          Ordinary shares of £0.0001 each

                                                                      Interests             Short positions

                                                                      Number     %          Number     %
 (1) Relevant securities owned and/or controlled:                     NIL        0.00       NIL        0.00
 (2) Cash-settled derivatives:                                        NIL        0.00       NIL        0.00

 (3) Stock-settled derivatives (including options) and agreements to  NIL        0.00       NIL        0.00
 purchase/sell:
                                                                      NIL        0.00       NIL        0.00

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   N/A
 Details, including nature of the rights concerned and relevant percentages:  N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:
 (A)  The directors of the Offeree (and their close relatives and the related
 trusts of any of them) have interests in Ordinary Shares in the Offeree as
 follows:

Name           No. Ordinary Shares held  % of issued ordinary share capital
 Nigel Railton  1,704,137*                1.41
 Tim Rudman     8,766                     0.00
 Jonathan Gray  100,000                   0.08
 Tim Haldenby   54,716                    0.04

*Inclusive of 274,615 Ordinary Shares held beneficially by his wife, Elizabeth
 Railton.

 (B)  The following director of the Offeree has an award granted under the
 Argentex 2025 Senior Executive Long Term Incentive Plan (the "Argentex 2025
 LTIP") as follows:

Name        Type of award    No. growth A shares of £0.0001 each in the capital of Argentex Capital   Grant date    Grant price        Vesting date
                Limited* held
 Tim Rudman  Growth shares**  1,040                                                                    3 April 2025  £55.38 per share   The end of a specified period following publication of the audited results of
                                                                     the Offeree for the financial year ending 31 December 2028.

*A wholly owned subsidiary of the Offeree.

 **The growth shares are exchangeable for Ordinary Shares on the basis set out
 in the articles of association of Argentex Capital Limited subject to the
 Ordinary Shares having a value in excess of 65 pence per Ordinary Share on the
 vesting date or, if earlier, on the date of a change of control of the
 Offeree. Should the proposed acquisition of the Offeree by IFX (UK) Ltd
 (trading as IFX Payments) complete, this performance condition will remain
 unsatisfied and the growth shares will be acquired by the Offeree for nil
 consideration and (at the Offeree's option) will convert into deferred shares
 in the capital of Argentex Capital Limited (on a 1:1 basis).

*Inclusive of 274,615 Ordinary Shares held beneficially by his wife, Elizabeth
Railton.

 

(B)  The following director of the Offeree has an award granted under the
Argentex 2025 Senior Executive Long Term Incentive Plan (the "Argentex 2025
LTIP") as follows:

 

 Name        Type of award    No. growth A shares of £0.0001 each in the capital of Argentex Capital   Grant date    Grant price        Vesting date
                              Limited* held
 Tim Rudman  Growth shares**  1,040                                                                    3 April 2025  £55.38 per share   The end of a specified period following publication of the audited results of
                                                                                                                                        the Offeree for the financial year ending 31 December 2028.

*A wholly owned subsidiary of the Offeree.

**The growth shares are exchangeable for Ordinary Shares on the basis set out
in the articles of association of Argentex Capital Limited subject to the
Ordinary Shares having a value in excess of 65 pence per Ordinary Share on the
vesting date or, if earlier, on the date of a change of control of the
Offeree. Should the proposed acquisition of the Offeree by IFX (UK) Ltd
(trading as IFX Payments) complete, this performance condition will remain
unsatisfied and the growth shares will be acquired by the Offeree for nil
consideration and (at the Offeree's option) will convert into deferred shares
in the capital of Argentex Capital Limited (on a 1:1 basis).

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"
 None.

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"
 None.

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  7 May 2025
 Contact name:        Alethia McDonald
 Telephone number:    +44 (0) 20 3862 1604

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

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