REG - Argentex Group PLC - Result of Court Meeting and General Meeting

ArgentexAnnouncement

11/06/2025 12:30

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RNS Number : 4297M  Argentex Group PLC  11 June 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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

 11 June 2025

RECOMMENDED CASH ACQUISITION

of

Argentex Group PLC ("Argentex")

by

IFX (UK) LTD (trading as IFX Payments) ("IFX Payments")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

RESULTS OF COURT MEETING AND GENERAL MEETING

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. A circular in relation to the Acquisition
was published by Argentex on 21 May 2025 (the "Scheme Document").
Capitalised terms used in this announcement shall, unless otherwise defined,
have the meanings set out in the Scheme Document.

The board of Argentex announces that each of the resolutions posed at the
Court Meeting and the General Meeting held earlier today in connection with
the Acquisition were approved by the requisite majorities. In particular:

·      the requisite majority of Scheme Shareholders voted in favour of
the resolution to approve the Scheme at the Court Meeting; and

·      the requisite majority of Argentex Shareholders voted to pass the
Special Resolution at the General Meeting to approve the implementation of the
Scheme (including the amendment of the Argentex Articles),

and accordingly the Acquisition was approved.

Full details of the resolutions passed are set out in the notices of the Court
Meeting and General Meeting at Parts X (Notice of Court Meeting) and XI
(Notice of General Meeting) respectively of the Scheme Document, which is
available on Argentex's website at www.argentex.com/investors/ifx-offer.

The total number of Argentex Shares in issue at the Voting Record Time was
120,429,055, none of which were held in treasury and all of which were Scheme
Shares. Consequently, the total voting rights in Argentex at the Voting
Record Time were 120,429,055. Scheme Shareholders were entitled to one vote
per Scheme Share held at the Voting Record Time at the Court Meeting and
Argentex Shareholders were entitled to one vote per Argentex Share held at the
Voting Record Time at the General Meeting.

The detailed voting results in relation to the Court Meeting and the General
Meeting are summarised below and this announcement will be posted
on Argentex's website at www.argentex.com/investors/ifx-offer.

Voting results of the Court Meeting

At the Court Meeting, a majority in number of Scheme Shareholders who voted
(either in person or by proxy), representing 72.23% per cent. by value of
those Scheme Shares voted, voted in favour of the resolution to approve the
Scheme. The resolution proposed at the Court Meeting was passed on a poll
vote. Details of the votes cast are as follows:

          Number of Scheme Shares Voted  % of the Scheme Shares Voted((1))  Number of Scheme Shareholders who voted((2))  % of Scheme Shareholders who voted((1))  Number of Scheme Shares voted as a % of the issued share capital entitled to
                                                                                                                                                                   vote on the Scheme((1))
 For      71,147,941                     81.79%                             27                                            77.14%                                   13.15%
 Against  15,836,403                     18.21%                             20                                            57.14%                                   59.08%
 Total    86,984,344                     100.00%                            35                                            N/A                                      72.23%

( )

((1))All percentages rounded to two decimal places.

((2))The total number of Scheme Shareholders voting for and against the
resolution, as shown in the table above, exceeds the aggregate total number of
Scheme Shareholders who voted above, as certain registered members gave
instructions for votes to be cast in favour of the resolution in respect of
part of their holding of Scheme Shares and against the resolution in respect
of another part of their holding and are therefore counted as voting both for
and against. This also results in the percentages in the fifth column of the
above table being, in total, over 100 per cent.

Voting Results of the General Meeting

At the General Meeting, the Special Resolution to authorise the implementation
of the Scheme was duly passed on a poll vote. The results are detailed as
follows:

                Number of Argentex Shares voted  % of the Argentex Shares voted((1))  Number of Argentex Shares voted as a % of the issued ordinary share
                                                                                      capital((1))
 For((3))       70,785,628                       85.67%                               58.78%
 Against        11,844,992                       14.33%                               9.84%
 Total          82,630,620                       100.00%                              68.61%
 Withheld((4))  78,800                           N/A                                  0.07%

 

((1))All percentages rounded to two decimal places.

((3)) Includes proxy appointments which gave discretion to the Chair of the
General Meeting.

((4)) A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'For' or 'Against' the Special
Resolution.

Next Steps

The outcome of today's Court Meeting and General Meeting means that Conditions
2(a) and 2(b) (as set out in Part III (Conditions to, and certain further
terms of, the Acquisition and the Scheme) have been satisfied.

The Acquisition remains subject to the satisfaction or (where capable of being
waived) waiver of certain other Conditions to the Acquisition which are set
out in Part III (Conditions to, and certain further terms of, the Acquisition
and the Scheme) of the Scheme Document, including regulatory approval from the
FCA, DFSA and Dutch Central Bank (Conditions 3(a), (f) and (g)) and together,
the "Regulatory Conditions"), the Court sanctioning the Scheme at the Court
Sanction Hearing, and the delivery of a copy of the Scheme Court Order to the
Registrar of Companies and the Scheme thereby becoming Effective.

The Acquisition is currently expected to become Effective during September
2025 and, subject to the Acquisition becoming Effective, settlement of the
cash consideration due under the Scheme is expected to take place within 14
days of the Effective Date. A further announcement (including an update to the
expected timetable of principal events relating to the Scheme as set out in
the Scheme Document) will be made through the Regulatory News Service of the
London Stock Exchange following the satisfaction of the Regulatory Conditions.

Enquiries

 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 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. 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, any statement contained
herein, 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.

This announcement is for information purposes only and does not, nor is it
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 out in this announcement since such date.

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

This announcement has 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 it
had been prepared in accordance with the laws of jurisdictions outside
England. Nothing in this announcement 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 (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. 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 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
(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 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, 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 include 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 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
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. 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.

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
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) 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 this websites nor any
website accessible from hyperlinks is incorporated into or forms part of this
announcement.

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 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. 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, again by writing to the address set
out above or by calling the telephone number above.

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 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.

 

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