REG - Argentex Group PLC - Update re. Possible Offer & Bridge Funding

ArgentexAnnouncement

24/04/2025 16:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250424:nRSX1110Ga&default-theme=true

RNS Number : 1110G  Argentex Group PLC  24 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.

 

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

 

24 April 2025

 

Argentex Group plc

 

("Argentex" or the "Company")

 

Update re. Possible Offer

 

Bridge Funding

 

 

Further to the announcement made yesterday, the Board of Argentex confirms it
is in advanced discussions with IFX Payments (the trading name of IFX (UK)
Ltd) regarding a possible offer to acquire the entire issued and to be issued
share capital of the Company (the "Possible Offer"), at a price of 2.49 pence
per Argentex share in cash.

 

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.

 

The Board of Argentex has carefully evaluated the Possible Offer with its
financial adviser, alongside other expressions of interest received, and has
concluded that the Possible Offer reflects the most attractive immediate
proposal for Argentex Shareholders. As such, should a firm offer pursuant to
Rule 2.7 of the Code be made by IFX (UK) Ltd on the financial terms set out
above, the Board of Argentex would be minded to recommend such an offer to
shareholders. In the meantime, Argentex shareholders are advised to take no
action.

 

Bridge Funding

 

In addition to the Possible Offer and in order to provide the necessary
short-term financing for the Company, the Board has entered into an agreement
with IFX Payments for a secured bridging loan of £6.5 million (the "Bridging
Loan") with an interest rate of 15% per annum, and the Company is now in
receipt of cleared funds. The Company is in discussions with IFX Payments
regarding significant further short-term ongoing liquidity support, which is
crucial for the Company to continue to trade in the near term. The purpose of
the Bridging Loan is to provide the Company with immediate working capital
flexibility to assist with its near-term liquidity needs. The Company has kept
its Liquidity Providers fully informed of its financial position and will
continue to do so.

 

Notwithstanding the provision of the Bridging Loan, in light of the
requirement for the Company to secure significant further immediate ongoing
liquidity support within the next week, trading in the Company's Ordinary
Shares will remain suspended. Further announcements will be made in due
course.

 

Irrevocable Undertakings in Connection with the Possible Offer

 

IFX Payments has received irrevocable undertakings from the Argentex directors
and certain other Argentex shareholders to vote, or procure a vote, in favour
of a firm offer at a price consistent with the Possible Offer in respect of a
total of 70,161,376 Argentex shares representing, in aggregate, approximately
58.26% of the issued ordinary share capital of Argentex as at the date of this
announcement, details of which are set out at Appendix A. The irrevocable
undertakings remain binding in the event of a competing offer.

 

 

Information required under the Code

 

Pursuant to Rule 2.6(a) of the Code, IFX Payments will be required, by not
later than 5.00 p.m. (London time) on 20 May 2025, 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.

 

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 to Argentex)

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 to
Argentex)

Tom Salvesen / James Maxwell / James Todd

020 7496 3000

 

Strand Hanson Limited (Financial Adviser to IFX Payments)

James Dance / Rob Patrick

020 7409 3494

 

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.

 

Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated by
the Financial Conduct Authority, is acting exclusively for IFX Payments and
for no one else in relation to the matters referred to in this announcement.
Strand Hanson will not be responsible to anyone other than IFX Payments 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 25 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 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.

 

 

APPENDIX A - IRREVOCABLE UNDERTAKINGS

 

1.       Irrevocable undertakings from Argentex directors

 

The following Argentex directors have given irrevocable undertakings to vote,
or procure a vote, in favour of a firm offer at a price consistent with the
Possible Offer in respect of their own beneficial holdings of Argentex Shares
and those of their close relatives and related trusts (or those Argentex
Shares over which they, or their close relatives and related trusts, have
control):

 

 Name of Argentex director  Number of Argentex shares in respect of which undertaken is given  Percentage of existing issued share capital
 Jim Ormonde                496,384                                                            0.41
 Guy Rudolph                100,021                                                            0.08
 Henry Beckwith             7,698,130                                                          6.39
 Jonathan Gray              100,000                                                            0.08
 Timothy Haldenby           54,716                                                             0.05
 Lord Digby Marritt Jones   456,673                                                            0.38
 Nigel Railton              1,704,137                                                          1.42

 

The obligations contained in the above irrevocable undertakings lapse and
cease to have effect if on the earlier of:

·      if a firm offer announcement in respect of the Possible Offer at
a price per share which is consistent with the Possible Offer is not released
by 5.00 p.m. on 2 May 2025 (London time) or such later date as Argentex and
IFX Payments may agree;

·      if following a firm offer announcement in respect of the Possible
Offer:

o  IFX Payments announces, with the consent of the Panel, that it does not
intend to proceed with the acquisition of Argentex and no new, revised or
replacement acquisition is announced in accordance with Rule 2.7 of the Code
at the same time; or

o  the acquisition of Argentex lapses or is withdrawn and no new, revised or
replacement acquisition (to which this undertaking applies) is announced in
accordance with Rule 2.7 of the Code at the same time; or

·      on the date on which any competing offer for the entire issued
and to be issued share capital of  Argentex is declared unconditional or, if
implemented by way of a scheme of arrangement, becomes effective.

The irrevocable undertakings therefore remain binding in the event an
alternative or higher completing possible offer or offer is made for Argentex.

 

2.       Irrevocable undertakings from Argentex shareholders

 

The following Argentex shareholders have given irrevocable undertakings to
vote, or procure a vote, in favour of a firm offer at a price consistent with
the Possible Offer in respect of their own beneficial holdings of Argentex
Shares:

 

 Name of Argentex shareholder            Number of Argentex shares in respect of which undertaken is given  Percentage of existing issued share capital
 Heather Beckwith                        913,724                                                            0.76
 John Beckwith                           1,853,567                                                          1.54
 Mark Johnson                            2,645,710                                                          2.20
 Nicola Bearman                          256,800                                                            0.21
 Pacific Investments Management Limited  20,623,759                                                         17.13
 Piers Beckwith                          1,112,205                                                          0.92
 Harry Adams                             4,586,116                                                          3.81
 Andrew Egan                             5,800,000                                                          4.82
 Gresham House Asset Management Ltd      15,709,434                                                         13.04
 Harwood Capital LLP                     6,050,000                                                          5.02

 

The obligations contained in the above irrevocable undertakings lapse and
cease to have effect if on the earlier of:

·      if a firm offer announcement in respect of the Possible Offer at
a price per share which is consistent with the Possible Offer is not released
by 5.00 p.m. on 2 May 2025 (London time) or such later date as Argentex and
IFX Payments may agree;

·      if following a firm offer announcement in respect of the Possible
Offer:

o  IFX Payments announces, with the consent of the Panel, that it does not
intend to proceed with the acquisition of Argentex and no new, revised or
replacement acquisition is announced in accordance with Rule 2.7 of the Code
at the same time; or

o  the acquisition of Argentex lapses or is withdrawn and no new, revised or
replacement acquisition (to which this undertaking applies) is announced in
accordance with Rule 2.7 of the Code at the same time; or

·      on the date on which any competing offer for the entire issued
and to be issued share capital of Argentex is declared unconditional or, if
implemented by way of a scheme of arrangement, becomes effective.

The irrevocable undertakings therefore remain binding in the event an
alternative or higher completing possible offer or offer is made for Argentex.

 

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  OUPIIMATMTMTBAA