REG - Argentex Group PLC - Response to Media Speculation & Financial Position

ArgentexAnnouncement

23/04/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250423:nRSW8270Fa&default-theme=true

RNS Number : 8270F  Argentex Group PLC  23 April 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.

 

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE"). IT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER
MIGHT BE MADE.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. ON PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION WILL BE
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

For immediate release

 

23 April 2025

 

Argentex Group plc

 

("Argentex" or the "Company")

 

Response to media speculation

 

Further Update on Financial Position

 

Further to the announcement yesterday, and recent media speculation, the Board
of Argentex confirms that it has received non-binding indicative proposals
(the "Proposals") regarding separate possible offers for the Company.

 

The Proposals have been received from the below:

 

·      Lumon Acquisitions Limited, a vehicle of Pollen Street Capital

·      IFX Payments, the trading name of IFX (UK) Ltd

·      Terry Clune and Harry Adams

 

(together, the "Potential Offerors").

 

The Board has unequivocally rejected the Proposals received from (i) Lumon
Acquisitions Limited; and (ii) Terry Clune and Harry Adams.

 

The Possible Offer

 

The Board confirms that it is in advanced discussions with IFX Payments
regarding a possible offer to acquire the entire issued and to be issued share
capital of the Company (the "Possible Offer").

 

Although discussions are at an advanced stage, the Board cautions that there
can be no certainty that a firm offer will be made for the Company nor to the
terms of any such offer. Shareholders should also note the important Code
notices set out below. A further announcement is expected to be made shortly
and, in the meantime, Argentex shareholders are advised to take no action.

 

This is an announcement falling under Rule 2.4 of the Code and does not
constitute an announcement of a firm intention to make an offer for Argentex
under Rule 2.7 of the Code.

 

Pursuant to Rule 2.6(a) of the Code, any of the Potential Offerors will be
required, by not later than 5.00 p.m. (London time) on 20 May 2025, being the
28th day following the date of this announcement, to either announce a firm
intention to make an offer, subject to conditions or pre-conditions if
relevant, for the Company in accordance with Rule 2.7 of the Code or announce
that it does not intend to make an offer for the Company, in which case the
announcement will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline may be extended with the consent of the Takeover Panel,
in accordance with Rule 2.6(c) of the Code.

 

This announcement has been made by Argentex with IFX Payments' consent, and
without the consent of (i) Lumon Acquisitions and (ii) Terry Clune and Harry
Adams.

 

As a consequence of this announcement, an 'Offer Period' has now commenced in
respect of the Company in accordance with the rules of the Code and the
attention of the Company's shareholders is drawn to the disclosure
requirements of Rule 8 of the Code, which are summarised below.

 

Update on Financial Position

 

As detailed in the announcement on 22 April 2025, Argentex has been exposed to
significant volatility in foreign exchange rates which has resulted in a rapid
and significant decline in its liquidity position as a result of increasing
margin calls on its FX Forward and options book. This liquidity position
further deteriorated yesterday and the Company remains in regular discussions
with its Liquidity Providers.

 

This further reduction in liquidity necessitates an immediate cash injection
to ensure the Company's continued solvency, without which the Board would have
to take immediate steps to secure the Company's future and protect value in
the business for the Company's creditors and other stakeholders.

 

In addition to the Possible Offer and in order to provide the necessary
immediate financing for the Company, the Board is seeking to reach an
agreement with IFX Payments on the terms of an initial bridging loan (the
"Bridging Loan") in addition to further ongoing liquidity support over the
near term. The purpose of the Bridging Loan will be to provide the Company
with immediate working capital flexibility to assist with its near-term
liquidity needs. The Board cautions that there can be no certainty that the
Bridging Loan will be finalised and made available to the Company. In the
event that such Bridging Loan is not agreed, then the Board will take
immediate steps to protect value in the business for the Company's creditors
and other stakeholders.

 

In light of the above, trading in the Company's Ordinary Shares was suspended
on 22 April 2025, and will remain suspended pending a further announcement
regarding the Possible Offer and the Bridging Loan.

 

For further information, please contact:

 

Argentex Group PLC

 

Jim Ormonde - Chief Executive Officer

Guy Rudolph - Chief Financial Officer

investorrelations@argentex.com (mailto:investorrelations@argentex.com)

 

Teneo (Financial PR)

 

James Macey-White / Victoria Boxall / Riann Cato

argentex@teneo.com (mailto:argentex@teneo.com) , 020 7260 2700

 

Singer Capital Markets (Financial Adviser, Nominated Adviser and Broker)

 

Tom Salvesen / James Maxwell / James Todd

020 7496 3000

 

Important notice

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise.

 

Any offer, if made, will be made solely by certain offer documentation which
will contain the full terms and conditions of any offer, including details of
how it may be accepted. The distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of Argentex Group PLC who are not resident in the United Kingdom
may be affected by the laws of relevant jurisdictions.  Therefore, any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom or shareholders of Argentex Group PLC who are not resident in the
United Kingdom will need to inform themselves about, and observe any,
applicable requirements.

 

The Company's ordinary shares have not been and will not be registered under
the US Securities Act or under the securities laws of any state or other
jurisdiction of the United States.  Accordingly, the Ordinary Shares may not
be offered, sold, resold, delivered, distributed or otherwise transferred,
directly or indirectly, in or into the United States absent registration under
the US Securities Act of 1933 or an exemption therefrom.  There will be no
public offer of the Company's ordinary shares in the United States.

 

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated by the Financial Conduct Authority, is acting
exclusively for the Company and for no-one else in relation to the matters
referred to in this announcement. Singer Capital Markets will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this announcement or any arrangements referred to herein.

 

Publication of this announcement

 

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be available on Argentex's website at https://www.argentex.com/ by no
later than 12 noon (London time) on 24 April 2025. The content of the website
referred to in this announcement is not incorporated into and does not form
part of this announcement.

 

Rule 2.9

 

In accordance with Rule 2.9 of the Takeover Code, as at the date of this
announcement, Argentex plc has 120,429,055 ordinary shares of £0.0001 each
and 23,589,212 management shares of £0.0025 each (excluding shares held in
treasury). The International Securities Identification Number for the ordinary
shares is GB00BJLPH056.

 

Dealing Disclosure Requirements

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 Code, any person who is, or becomes, interested in 1%
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, 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 pm (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 Takeover Panel's website at
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.

 

Market Abuse Regulations

 

The information contained within this announcement is considered to constitute
inside information as stipulated under Article 7 of the Market Abuse
Regulations (EU) No.596/2014 as incorporated into UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("UK MAR").  Upon the publication of
this announcement via a regulatory information service, this inside
information will be considered to be in the public domain.

 

The individual responsible for releasing this announcement is Guy Rudolph of
the Company.

 

Note

 

References to "Rules" are to the rules of the City Code on Takeovers and
Mergers. The terms "offeror", "offeree company", "offer period", "interested"
(and related variations), "relevant securities", "deals" (and related
variations) and "acting in concert" all bear the same meanings given to them
in the City Code on Takeovers and Mergers.

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RSPPPURWCUPAUAW