REG - Argentex Group PLC - PUBLICATION AND POSTING OF THE SCHEME DOCUMENT

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RNS Number : 6519J  Argentex Group PLC  21 May 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

21 May 2025

Recommended cash acquisition

of

Argentex Group PLC

by

IFX (UK) Ltd (trading as IFX Payments)

to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006

 

PUBLICATION AND POSTING OF THE SCHEME DOCUMENT

 

1.            Introduction

On 25 April 2025, the boards of directors of Argentex and IFX Payments
announced that they had reached agreement on the terms and conditions of a
recommended cash offer by IFX Payments for the entire issued and to be issued
ordinary share capital of Argentex. The Acquisition is intended to be effected
by means of a scheme of arrangement under Part 26 of the Companies Act.

2.            Publication and posting of Scheme Document

Argentex announces that it has published a circular in relation to the
Acquisition (the "Scheme Document") today, together with the Forms of Proxy
for the Court Meeting and the General Meeting. The Scheme Document sets out,
amongst other things, the full terms and conditions of the Scheme, an
explanatory statement pursuant to section 897 of the Companies Act, an
expected timetable of principal events, notices of the Court Meeting and
General Meeting and details of the actions to be taken by Scheme Shareholders
and Argentex Shareholders.

The Scheme Document will be published on Argentex's website at
www.argentex.com/investors/ifx-offer
(http://www.argentex.com/investors/ifx-offer) and, subject to any restrictions
relating to persons resident in Restricted Jurisdictions, hard copies of
the Scheme Document (or, depending on an Argentex Shareholder's
communication preferences, a letter or email providing details of the website
where the Scheme Document may be accessed) and the Forms of Proxy for the
Court Meeting and the General Meeting are being sent to Argentex Shareholders
today. Argentex will also be making the Scheme Document available to
participants in the Argentex 2025 LTIP for information purposes only and will
also be sending details of the proposals being made to participants in the
Argentex 2025 LTIP to such participants.

Capitalised terms used in this announcement (the "Announcement") shall, unless
otherwise defined, have the same meanings as set out in the Scheme Document.

3.            Summary of the terms of the Acquisition and the
Scheme

The Acquisition will be implemented by the acquisition of the Scheme Shares by
IFX Payments pursuant to a scheme of arrangement under Part 26 of the
Companies Act between Argentex and the Scheme Shareholders.

Under the terms of the Acquisition, which is subject to the Conditions and
further terms set out in the Scheme Document, each Scheme Shareholder at the
Scheme Record Time will be entitled to receive:

for each Scheme Share: 2.49 pence in cash (the "Consideration")

The Consideration values the entire issued and to be issued ordinary share
capital of Argentex at approximately £3.0 million.

In connection with the Acquisition, on 24 April 2025 IFX Payments provided a
secured bridging loan of £6.5 million to Argentex pursuant to a bridge
finance facility agreement, which was subsequently amended and restated on 30
April 2025 pursuant to which the secured bridging loan was extended by £4
million to, in aggregate, £10.5 million on equivalent terms (the "Bridge
Finance Facility"). On 5 May 2025, the bridge finance facility agreement was
further amended and restated, pursuant to which IFX Payments has provided a
revolving credit facility to Argentex for up to £20 million (the "Revolving
Credit Facility"), which can be drawn down in tranches with IFX Payments'
consent.

4.            Notices of the Court Meeting and General Meeting and
action to be taken

In order to approve the terms of the Acquisition, the required majorities of
Scheme Shareholders will need to vote in favour of the Scheme at the Court
Meeting and the required majority of Argentex Shareholders will need to vote
in favour of the Special Resolution at the General Meeting. The Court Meeting
and the General Meeting are to be held on 11 June 2025 at 10.00 a.m. and 10.15
a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned)
respectively, at the offices of Gowling WLG (UK) LLP, 4 More London Riverside,
London, SE1 2AU. In addition, the Scheme will require the subsequent sanction
of the Court.

IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS
POSSIBLE ARE CAST (WHETHER IN PERSON OR BY PROXY) SO THAT THE COURT MAY BE
SATISFIED THAT THERE IS A FAIR REPRESENTATION OF THE OPINIONS OF SCHEME
SHAREHOLDERS. WHETHER OR NOT YOU INTEND TO ATTEND THE MEETINGS, YOU ARE
THEREFORE STRONGLY ENCOURAGED TO SIGN AND RETURN YOUR FORMS OF PROXY BY POST
OR APPOINT A PROXY ELECTRONICALLY ONLINE AT WWW.INVESTORCENTRE.CO.UK/EPROXY
(http://WWW.INVESTORCENTRE.CO.UK/EPROXY) , THROUGH CREST OR (FOR INSTITUTIONAL
INVESTORS) VIA THE PROXYMITY PLATFORM AS SOON AS POSSIBLE, BUT IN ANY EVENT SO
AS TO BE RECEIVED BY COMPUTERSHARE NOT LATER THAN 10.00 A.M. ON 9 JUNE 2025 IN
THE CASE OF THE COURT MEETING AND NOT LATER THAN 10.15 A.M. ON 9 JUNE 2025 IN
THE CASE OF THE GENERAL MEETING OR, IN THE CASE OF ANY ADJOURNMENT, NOT LATER
THAN 48 HOURS BEFORE THE TIME FIXED FOR THE ADJOURNED MEETING (EXCLUDING ANY
PART OF SUCH 48 HOUR PERIOD FALLING ON A NON-WORKING DAY).

Notices of the Meetings are set out at Part X (Notice of Court Meeting) and
Part XI (Notice of General Meeting), respectively, of the Scheme Document.

5.            Recommendation

The Argentex Directors, who have been so advised by Singer Capital Markets as
to the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing its advice to the Argentex
Directors, Singer Capital Markets has taken into account the commercial
assessments of the Argentex Directors. Singer Capital Markets is providing
independent financial advice to the Argentex Directors for the purposes of
Rule 3 of the Takeover Code.

Accordingly, the Argentex Directors believe that the Acquisition (including
the Scheme) is in the best interests of Argentex Shareholders as a whole and
unanimously recommend that the Scheme Shareholders vote in favour of the
Scheme at the Court Meeting and the Argentex Shareholders vote in favour of
the Special Resolution at the General Meeting (or, in the event that the
Acquisition is implemented by way of an Offer, to accept or procure acceptance
of the Offer), as each of the Argentex Directors interested in Argentex Shares
has irrevocably undertaken to do in respect of his own (and, where relevant,
his close relatives') beneficial holdings of, in aggregate, 1,867,619 Argentex
Shares, representing approximately 1.55 per cent. of the issued ordinary share
capital of Argentex as at the Latest Practicable Date.

6.            Irrevocable undertakings

IFX Payments has received irrevocable undertakings to vote (or, where
applicable, procure voting): (i) in favour of the Scheme at the Court Meeting;
and (ii) in favour of the Special Resolution at the General Meeting (or, in
the event that the Acquisition is implemented by way of an Offer, to accept or
procure acceptance of the Offer) from Argentex Shareholders in respect of, in
aggregate, 70,170,142 Argentex Shares, representing approximately 58.27 per
cent. of the issued ordinary share capital of Argentex as at the Latest
Practicable Date. The irrevocable undertakings will remain binding in the
event that a competing offer for Argentex is made.

The irrevocable undertakings include irrevocable undertakings received from
each of the Argentex Directors who are interested in Argentex Shares to vote
(or, where applicable, procure voting): (i) in favour of the Scheme at the
Court Meeting; and (ii) in favour of the Special Resolution to be proposed at
the General Meeting (or, in the event that the Acquisition is implemented by
way of an Offer, to accept or procure acceptance of the Offer) in respect of
their (and, where relevant, their close relatives') entire beneficial holding
of Argentex Shares. In aggregate, this represents 1,867,619 Argentex Shares,
being approximately 1.55 per cent. of the issued ordinary share capital of
Argentex as at the Latest Practicable Date.

The irrevocable undertakings also include irrevocable undertakings received
from Heather Beckwith, Sir John Beckwith, Mark Johnson, Nicola Bearman,
Pacific Investments Management Limited, Piers Beckwith, Gresham House Asset
Management Limited, Harwood Capital LLP, Andrew Egan, Harry Adams, Jim
Ormonde, Guy Rudolph, Henry Beckwith and Lord Digby Marritt Jones to vote (or,
where applicable, procure voting): (i) in favour of the Scheme at the Court
Meeting; and (ii) in favour of the Special Resolution to be proposed at the
General Meeting (or, in the event that the Acquisition is implemented by way
of an Offer, to accept or procure acceptance of the Offer) in respect of their
(and, where relevant, their close relatives' and related trusts') entire
beneficial holding of Argentex Shares. In aggregate, this represents
68,302,523 Argentex Shares, being approximately 56.72 per cent. of the issued
ordinary share capital of Argentex as at the Latest Practicable Date.

Further details of these irrevocable undertakings (including the circumstances
in which they will lapse and cease to be binding) are set out in paragraph 8
of Part VIII (Additional information on Argentex and IFX Payments) of the
Scheme Document. Copies of the irrevocable undertakings are available on
Argentex's website at www.argentex.com/investors/ifx-offer and on IFX
Payments' website at www.ifxpayments.com/argentex-group-plc and will remain on
display until the end of the Offer Period.

7.            Cancellation of trading and re-registration

Argentex Shares are currently admitted to trading on AIM, and, as set out in
the Scheme Document, it is intended that application will be made to the
London Stock Exchange for the cancellation of the admission to trading of
Argentex Shares on AIM to become effective as soon as practicable after the
Effective Date.

It is expected that the last day of dealings in Argentex Shares on AIM for
normal settlement will be the last Business Day prior to the Scheme Sanction
Hearing and no transfers will be registered after 6.00 p.m. (London time) on
that date.

It is also intended that, following the Effective Date and cancellation of the
admission to trading of Argentex Shares on AIM, Argentex will be re-registered
as a private company.

On the Effective Date, all of the Argentex Shares will become owned by IFX
Payments and any share certificates in respect of such Argentex Shares will
cease to be valid and of any value and should therefore be destroyed. In
addition, entitlements to Argentex Shares held within the CREST system will be
cancelled.

8.            Expected timetable of principal events

The following indicative timetable is based on Argentex's and IFX Payments'
current expectations of the dates for the implementation of the Scheme and is
subject to change. If any of the dates and/or times in this expected timetable
change, the revised dates and/or times will be notified to Argentex
Shareholders by announcement through the Regulatory Information Service of the
London Stock Exchange with such announcement being made available on
Argentex's website at www.argentex.com/investors/ifx-offer
(http://www.argentex.com/investors/ifx-offer) and, if required by the Panel,
by posting notice of the change(s) to Argentex Shareholders.

 Event                                                                          Time and/or date(1)
 Publication of the Scheme Document                                             21 May 2025
 Latest time for lodging Forms of Proxy or submitting proxy instructions online
 at www.investorcentre.co.uk/eproxy (http://www.investorcentre.co.uk/eproxy) ,
 through CREST or (for institutional investors) via the Proxymity platform for
 the:
 Court Meeting (blue form)                                                      10.00 a.m. on 9 June 2025(2)
 General Meeting (white form)                                                   10.15 a.m. on 9 June 2025(3)
 Voting Record Time for the Meetings                                            6.30 p.m. on 9 June 2025(4)
 Court Meeting                                                                  10.00 a.m. on 11 June 2025
 General Meeting                                                                10.15 a.m. on 11 June 2025(5)
 The following dates and times are indicative only and are subject to
 change.(1)
 Event                                                                          Time and/or date(1)
 Last day of dealings in Argentex Shares for normal settlement                  T - 1 Business Day
 Court Sanction Hearing                                                         A date expected to fall during September 2025 ("T")(6)
 Last day for the registration of transfers of Argentex Shares                  T + 1 Business Day
 Scheme Record Time                                                             6.00 p.m. on T + 1 Business Day
 Disablement in CREST of Argentex Shares                                        6.00 p.m. on T + 1 Business Day
 Suspension of dealings in Argentex Shares                                      7.30 a.m. on T +2 Business Days
 Effective Date of the Scheme                                                   T +2 Business Days(7)
 Cancellation of admission to trading of Argentex Shares on AIM                 By 8.00 a.m. on T +3 Business Days
 Latest date for despatch of cheques, making of electronic payments and         Within 14 days of the Effective Date
 crediting of CREST accounts for cash consideration due under the Acquisition
 Long Stop Date                                                                 31 January 2026(8)

Notes:

(1) The dates and times given are indicative only and are based on current
expectations and are subject to change. References to times are to London,
United Kingdom time unless otherwise stated. If any of the times and/or dates
above change, the revised times and/or dates will be notified to Argentex
Shareholders by announcement through a Regulatory Information Service.

(2) It is requested that blue Forms of Proxy for the Court Meeting be lodged
by 10.00 a.m. on 9 June 2025 or, if the Court Meeting is adjourned, by no
later than 48 hours prior to the time fixed for the adjourned Court Meeting
(excluding any part of such 48 hour period falling on a non-working day in the
UK). Blue Forms of Proxy not so lodged can be handed to the Chair of the Court
Meeting (or Computershare on the Chair's behalf) at the start of the Court
Meeting or any adjournment thereof.

(3) In order to be valid, white Forms of Proxy for the General Meeting must be
received by Computershare by 10.15 a.m. on 9 June 2025 or, if the General
Meeting is adjourned, 48 hours prior to the time appointed for the adjourned
General Meeting (excluding any part of such 48 hour period falling on a
non-working day in the UK). If the white Form of Proxy is not lodged by the
relevant time, it will be invalid.

(4) If either the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the
day which is two Business Days prior to the date of the adjourned Meeting.

(5) Or as soon thereafter as the Court Meeting concludes or is adjourned.

(6) Subject to satisfaction of certain regulatory Conditions as set out in
Part III (Conditions to, and certain further terms of, the Acquisition and the
Scheme) of the Scheme Document.

(7) Following sanction of the Scheme by the Court, the Scheme will become
Effective in accordance with its terms upon a copy of the Scheme Court Order
being delivered to the Registrar of Companies. This is presently expected to
occur within two Business Days after the date of the Court Sanction Hearing,
subject to satisfaction or (where capable of waiver) waiver of the Conditions.

(8) This is the latest date by which the Scheme may become Effective. However,
the Long Stop Date may be extended to such later date: (i) as may be agreed in
writing by IFX Payments and Argentex (with the Panel's consent if required and
(if required) as the Court may allow); or (ii) at the direction of the Panel
under the Note on Section 3 of Appendix 7 to the Takeover Code.

9.            Dividends

If, on or after the Announcement Date and prior to the Effective Date, any
dividend and/or other distribution and/or other return of capital or value is
announced, declared, made or paid or becomes payable in respect of the
Argentex Shares, IFX Payments reserves the right to reduce the consideration
for the Scheme Shares due under the terms of the Acquisition by an amount up
to the amount of such dividend and/or other distribution and/or other return
of capital or value (provided that, to the extent that such dividend or
distribution or other return of capital or value is cancelled, the
consideration shall not be subject to change). In such circumstances, Scheme
Shareholders will be entitled to receive and retain any such dividend,
distribution and/or other return of capital or value and any reference in the
Scheme Document to the consideration payable under the terms of the
Acquisition will be deemed to be a reference to the consideration as so
reduced. Any exercise by IFX Payments of its rights referred to in this
paragraph 9 shall be the subject of an announcement and, for the avoidance of
doubt, shall not be regarded as constituting any revision or variation of the
terms of the Scheme or the Acquisition.

10.          Shareholder Helpline

If you have any questions about this Announcement, the Scheme Document, the
Court Meeting or the General Meeting, or are in any doubt as to how to submit
your proxies electronically online at www.investorcentre.co.uk/eproxy
(http://www.investorcentre.co.uk/eproxy) , through CREST or (for institutional
investors) via the Proxymity platform or to complete the Forms of Proxy,
please call Argentex's registrar, Computershare, on +44 (0) 370 703 0056.
Lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public
holidays in England and Wales). Calls are charged at the standard geographic
rate and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. Please note that Computershare
cannot provide any financial, legal or tax advice, or provide advice on the
merits of the Acquisition or the Scheme, and calls may be recorded and
monitored for security and training purposes.

Enquiries:

 IFX Payments                                                                  c/o Strand Hanson
 Strand Hanson (Financial Adviser to IFX Payments)                             +44 (0) 20 7409 3494
 James Dance

Rob Patrick

 Imogen Ellis

 Harry Marshall

 Argentex Group plc                                                            c/o Teneo Financial Advisory Limited

 Tim Rudman - Interim Chief Executive Officer
 Singer Capital Markets Advisory LLP (Nominated Adviser and Financial Adviser  +44 (0) 20 7496 3000
 to Argentex)

Tom Salvesen

James Maxwell

James Todd
 Teneo Financial Advisory Limited (Capital Market Communications Ltd)          +44 (0) 20 7260 2700
 (Financial PR Adviser to Argentex)
 James Macey-White

Victoria Boxall

 Riann Cato

 

Further Information

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated in the United Kingdom by the FCA, is acting as
financial adviser, Rule 3 adviser and nominated adviser exclusively to
Argentex and no-one else in connection with the matters described in this
Announcement and the Scheme Document and will not regard any other person as
its client in respect thereof or be responsible to anyone other than Argentex
for providing the protections afforded to clients of Singer Capital Markets or
its affiliates nor for providing advice in connection with any matter referred
to in this Announcement or the Scheme Document. Neither Singer Capital Markets
nor any of its affiliates (nor their respective directors, officers, employees
or agents) owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, consequential, whether in contract, in tort, in
delict, under statute or otherwise) to any person who is not a client of
Singer Capital Markets or its affiliates in connection with this Announcement,
the Scheme Document, any statement contained herein or therein, the
Acquisition, the Scheme or otherwise. No representation or warranty, express
or implied, is made by Singer Capital Markets as to the contents of this
Announcement or the Scheme Document.

Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated in
the United Kingdom by the FCA, is acting as financial adviser exclusively to
IFX Payments and no-one else in connection with the matters described in this
Announcement and the Scheme Document and will not regard any other person as
its client in respect thereof or be responsible to anyone other than IFX
Payments for providing the protections afforded to clients of Strand Hanson or
its affiliates nor for providing advice in connection with any matter referred
to in this Announcement or the Scheme Document. Neither Strand Hanson nor any
of its affiliates (nor their respective directors, officers, employees or
agents) owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, consequential, whether in contract, in tort, in
delict, under statute or otherwise) to any person who is not a client of
Strand Hanson or its affiliates in connection with this Announcement, the
Scheme Document, any statement contained herein or therein, the Acquisition,
the Scheme or otherwise. No representation or warranty, express or implied, is
made by Strand Hanson as to the contents of this Announcement or the Scheme
Document.

Neither this Announcement nor the Scheme Document or any of the accompanying
documents do, or are intended to, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of any vote or approval
pursuant to the Acquisition or otherwise, in any jurisdiction in which such
offer, invitation or solicitation is unlawful. This Announcement is not a
prospectus or prospectus equivalent 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 shall not give rise to any implication that there
has been no change in the facts set forth in this Announcement since such
date. Nothing in this Announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of Argentex, IFX
Payments, the Argentex Group, the IFX Payments Group or the Combined Group.

The summary of the principal provisions of the Scheme contained in this
Announcement is qualified in its entirety by reference to the Scheme itself,
the full text of which is set out in Part IV of the Scheme Document (The
Scheme of Arrangement). Each Argentex Shareholder is advised to read and
consider carefully the text of the Scheme itself. The Scheme Document, and in
particular the letter from the Chair of Argentex in Part I (Letter from the
Chair of Argentex) and the letter from Singer Capital Markets in Part II
(Explanatory Statement) of the Scheme Document, has been prepared solely to
assist Scheme Shareholders in respect of voting on the resolution to approve
the Scheme to be proposed at the Court Meeting and to assist Argentex
Shareholders in respect of voting on the Special Resolution to be proposed at
the General Meeting.

Nothing in this Announcement should be construed as legal, business, financial
or tax advice. Each Argentex Shareholder is urged to consult their own
independent professional advisers as to the matters described in this
Announcement and the legal, business, financial or tax consequences of the
Acquisition.

Overseas Shareholders

This Announcement, the Scheme Document and the accompanying documents have
been prepared in connection with proposals in relation to a scheme of
arrangement in accordance with and for the purpose of complying with English
law, the Takeover Code, the Market Abuse Regulation, the AIM Rules and the
Disclosure Guidance and Transparency Rules and the information disclosed may
not be the same as that which would have been disclosed if they had been
prepared in accordance with the laws of jurisdictions outside England. Nothing
in this Announcement or the Scheme Document should be relied on for any other
purpose. Overseas Shareholders should consult their own professional advisers
with respect to the legal and tax consequences of the Acquisition.

The release, publication or distribution of this Announcement, the Scheme
Document and/or any accompanying documents (in whole or in part), directly or
indirectly, in, into or from jurisdictions other than the United Kingdom may
be restricted by law and therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom should inform themselves about,
and observe, such restrictions. The availability of the Acquisition to Scheme
Shareholders who are not resident in, and citizens of, the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are
located or of which they are citizens, and the ability of persons who are not
resident in the United Kingdom to vote their Scheme Shares or Argentex Shares
(as applicable) with respect to the Scheme at the Court Meeting and/or with
respect to the Special Resolution at the General Meeting, or to appoint
another person as proxy to vote at the Court Meeting and/or the General
Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the securities laws and
regulations 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 IFX Payments or required by the Takeover Code,
and permitted by applicable law and regulation, the Acquisition will not be
made available, directly or indirectly, in, into or from any 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 from within any 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 any Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction and persons receiving this Announcement and all such documents
relating to the Acquisition (including, without limitation, agents,
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from any Restricted Jurisdiction. Doing so
may render invalid any related purported vote in respect of the Acquisition.

If the Acquisition is implemented (with the consent of the Panel) by way of an
Offer (unless otherwise permitted by applicable law and regulation), the Offer
may not be made, directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile, email
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Offer may 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, among other things, the applicable
requirements of the Takeover Code, the Panel, the London Stock Exchange, the
FCA, the AIM Rules and the Registrar of Companies.

Persons who are not resident in, and citizens of, the United Kingdom should
inform themselves of, and observe, any applicable requirements. Further
details in relation to Overseas Shareholders are contained in the Scheme
Document.

Notice to US investors in Argentex

The Acquisition relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under, and governed by, the
laws of England and Wales. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer or proxy solicitation rules
under the US Exchange Act. Accordingly, the Acquisition is subject to the
disclosure and procedural requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation rules.

The financial information included in this Announcement and the Scheme
Document has been prepared in accordance with UK IFRS and thus may not be
comparable to the financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States, which differ in certain
significant respects from UK IFRS.

If, in the future, IFX Payments exercises its right to implement the
Acquisition by means of an Offer which is to be made into the United States,
such an Offer would be made in compliance with all applicable US laws and
regulations, including any applicable exemptions under the US Exchange Act.
Such an Offer would be made in the United States by IFX Payments and no-one
else.

In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the US Exchange Act (to the extent applicable), IFX Payments,
certain affiliated companies and their respective nominees or brokers (acting
as agents), may from time to time make certain purchases of, or arrangements
to purchase, Argentex Shares or other securities of Argentex outside of the
US, other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme and/or Offer (as relevant) becomes effective, lapses
or is otherwise withdrawn. If such purchases or arrangements to purchase were
to be made, they would be made outside of the United States and would be in
accordance with applicable law, including English law, the US Exchange Act and
the Takeover Code. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases or arrangements to purchase will be disclosed
as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com (http://www.londonstockexchange.com) .

Neither the SEC nor any US state securities commission nor any other US
regulatory authority has approved or disapproved of the Acquisition, passed
upon the fairness of the Acquisition or determined if this Announcement or the
Scheme Document is accurate or complete or adequate. Any representation to the
contrary is a criminal offence in the United States.

The receipt of cash by a US holder as consideration for the transfer of its
Scheme Shares pursuant to the Scheme may be a taxable transaction for US
federal income tax purposes and may also be a taxable transaction under
applicable state and local tax laws, as well as non-US and other tax laws.
Each US holder of Scheme Shares is urged to consult their own appropriately
qualified independent professional tax adviser immediately regarding the
particular tax consequences and information reporting requirements of the
Scheme applicable to them, including under applicable United States federal,
state and local, as well as non-US and other, tax laws.

Argentex and IFX Payments are each incorporated under the laws of England and
Wales. Some or all of the officers and directors of IFX Payments and Argentex,
respectively, are residents of countries other than the United States. In
addition, some or all of the assets of IFX Payments and Argentex are located
outside the United States. As a result, it may be difficult for US holders of
Argentex Shares to enforce their rights and any claim arising out of US
federal laws or to enforce against them a judgment of a US court predicated
upon the securities laws of the United Kingdom. US holders of Argentex Shares
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 judgment.

Forward-looking statements

This Announcement and the Scheme Document (including information incorporated
by reference into this the Scheme Document), any oral statements made
regarding the Acquisition, and other information published by Argentex, IFX
Payments, any member of the Argentex Group or any member of the IFX Payments
Group contain, or may contain, statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are prospective in
nature and are not based on historical facts, but rather on current
expectations and projections about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements.

The forward-looking statements contained in this Announcement and the Scheme
Document include statements relating to the expected effects of the
Acquisition on Argentex, IFX Payments, the Argentex Group, the IFX Payments
Group and the Combined Group (including their future prospects, developments
and strategies), the expected timing and scope of the Acquisition and other
statements other than historical facts. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words such as,
without limitation, "anticipate", "target", "expect", "estimate", "intend",
"plan", "forecast", "project", "goal", "believe", "aim", "will", "may",
"hope", "continue", "would", "could" or "should" or other words of similar
meaning or the negative thereof. Forward-looking statements may include, but
are not limited to, statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future
prospects; (ii) business and management strategies and the expansion and
growth of Argentex's, IFX Payments', any member of the Argentex Group's, any
member of the IFX Payments Group's or any member of the Combined Group's
operations and potential synergies resulting from the Acquisition; and (iii)
the effects of global economic conditions and governmental regulation on
Argentex's, IFX Payments', any member of the Argentex Group's, any member of
the IFX Payments Group's or any member of the Combined Group's business.

Although Argentex and IFX Payments believe that the expectations reflected in
such forward-looking statements are reasonable, none of Argentex, IFX
Payments, any member of the Argentex Group or any member of the IFX Payments
Group can give any assurance that such expectations will prove to be correct.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that will occur in
the future.

There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other Conditions on the proposed
terms and timetable; changes in the global and domestic political, economic,
business and competitive environments and in market and regulatory forces,
circumstances or conditions; changes in future exchange and interest rates;
changes in tax law or rates; future business combinations or disposals; and
any epidemic, pandemic or disease outbreak. Other unknown or unpredictable
factors could cause actual results to differ materially from those expected,
estimated or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements should
therefore be construed in the light of such factors.

Neither Argentex, nor IFX Payments, nor any member of the Argentex Group, nor
any member of the IFX Payments Group nor any of their respective associates or
directors, officers, managers, partners or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this Announcement or
the Scheme Document will actually occur. You are cautioned not to place any
reliance on these forward-looking statements. The forward-looking statements
speak only at the date of this Announcement and the Scheme Document. All
subsequent oral or written forward-looking statements attributable to
Argentex, IFX Payments, any member of the Argentex Group or any member of the
IFX Payments Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their entirety by
the cautionary statement above.

Other than in accordance with their legal or regulatory obligations, none of
Argentex, IFX Payments, any member of the Argentex Group or any member of the
IFX Payments Group is under any obligation, and Argentex, IFX Payments, the
Argentex Group and the IFX Payments Group expressly disclaim any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

No profit forecasts, profit estimates or quantified financial benefits
statements

No statement in this Announcement or the Scheme Document, or incorporated by
reference into the Scheme Document, is intended to constitute a profit
forecast, profit estimate or quantified financial benefits statement for any
period and no statement in this Announcement or the Scheme Document should be
interpreted to mean that earnings or earnings per share of, or dividends or
future dividends per share of, Argentex for the current or future financial
years would necessarily match or exceed the historical published earnings or
earnings per share or dividends per share of Argentex.

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. A Dealing Disclosure by a person to whom Rule 8.3(b) 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 will
be deemed to be a single person for the purpose of Rule 8.3.

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).

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
www.thetakeoverpanel.org.uk (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 a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this
Announcement, the Scheme Document and the documents required to be published
under Rule 26 of the Takeover Code are or will be made available, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on Argentex's website at www.argentex.com/investors/ifx-offer
(http://www.argentex.com/investors/ifx-offer) and on IFX Payments' website at
www.ifxpayments.com/argentex-group-plc by no later than 12 noon (London time)
on the first Business Day following the date of this Announcement.

For the avoidance of doubt, neither the contents of these websites nor any
website accessible from hyperlinks is incorporated into or forms part of this
Announcement or the Scheme Document.

A copy of the Scheme Document will also be submitted to the National Storage
Mechanism, where it will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Argentex Shareholders and
any other persons entitled to receive a copy of documents, announcements and
information relating to the Acquisition may request a hard copy of this
Announcement or the Scheme Document (and any information incorporated into the
Scheme Document by reference to another source) by contacting Argentex's
registrar, Computershare, between 8.30 a.m. and 5.30 p.m. (London time) Monday
to Friday (excluding public holidays in England and Wales) on +44 (0) 370 703
0056 or by submitting a request in writing to Computershare, The Pavilions,
Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside the UK will
be charged at the applicable international rate. Please note that
Computershare cannot provide any financial, legal or tax advice, or any advice
on the merits of the Acquisition or the Scheme, and calls may be recorded and
monitored for security and training purposes.

For persons who receive a copy of the Scheme Document in electronic form or
via a website notification, a hard copy of the Scheme Document will not be
sent unless so requested. Such persons may also request that all future
documents, announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by Argentex Shareholders and other relevant persons for
the receipt of communications from Argentex may be provided to IFX Payments
during the Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Rounding

Certain figures included in this Announcement and the Scheme Document have
been subjected to rounding adjustments. Accordingly, figures shown for the
same category presented in different tables or paragraphs may vary slightly
and figures shown as totals in certain tables may not be an exact arithmetic
aggregation of figures that precede them.

Time

All times shown in this Announcement are London times, unless otherwise
stated.

General

If IFX Payments elects to effect the Acquisition by way of an Offer (subject
to the Panel's consent and the terms of the Co-operation Agreement) and such
Offer becomes or is declared unconditional and sufficient acceptances are
received, IFX Payments intends to exercise its rights to apply the provisions
of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the
remaining Argentex Shares in respect of which the Offer has not been accepted.

Investors should be aware that IFX Payments may purchase Argentex Shares
otherwise than under any Offer or the Scheme, including pursuant to privately
negotiated purchases.

If you are in any doubt about the contents of this Announcement, the Scheme
Document or any of the accompanying documents or the action you should take,
you are recommended to seek your own independent financial advice immediately
from your stockbroker, bank manager, solicitor or independent financial
adviser duly authorised under FSMA if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

Scheme process

In accordance with section 5 of Appendix 7 of the Takeover Code, Argentex will
announce through a Regulatory Information Service key events in the Scheme
process including the outcomes of the Meetings and the Court Sanction Hearing.

In accordance with section 7 of Appendix 7 of the Takeover Code, unless
otherwise consented to by the Panel and (if required) approved by the Court,
any revision to the Scheme will be made no later than the day which is 14 days
prior to the Meetings (or any later date to which such Meetings are
adjourned).

 

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