REG - Lumon Acquisitions Argentex Group PLC - Statement regarding Argentex Group plc

ArgentexAnnouncement

23/04/2025 10:45

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RNS Number : 8697F  Lumon Acquisitions Limited  23 April 2025

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

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU, WHICH IS PART OF UK DOMESTIC LAW PURSUANT TO THE
MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR").

 

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

 

Lumon Acquisitions Limited

 ("Lumon")

 

 

Statement regarding Argentex Group plc and request for engagement with the the
Argentex Board

 

 

Lumon notes the announcement by Argentex Group plc ("Argentex" or the
"Company") regarding possible offers for the entire issued and to be issued
share capital of the Company (the "Announcement" or the "Possible Offer").

 

Lumon has great respect for the successful global international payments and
alternative banking platform that Argentex has developed.

 

Lumon was contacted by representatives of Argentex seeking Lumon's urgent
support in view of its rapidly deteriorating liquidity position. Lumon has
since worked at great pace collaboratively with Argentex and its advisers to
develop a package of an immediate bridging loan and liquidity support in the
manner described in the Announcement (the "Lumon Liquidity Proposal") as well
as a possible offer in cash for the entire issued and to be issued share
capital of the Company (together with the Lumon Liquidity Proposal, the "Lumon
Possible Offer"). Accordingly, Lumon was surprised and concerned that the
Lumon Possible Offer was unequivocally rejected.

 

Lumon believes that the terms of the Lumon Possible Offer are highly
compelling and offered certainty to Argentex and all of its internal and
external stakeholders. Lumon notes that the liquidity position of Argentex has
continued to deteriorate further and reiterates that preparations are
materially complete for the provision of liquidity support that is urgently
required by Argentex to secure its future.

 

Lumon remains prepared to make an announcement of a firm offer under Rule 2.7
of the Code subject to inter alia (unless otherwise waived by Lumon) the
recommendation of the board of directors of Argentex (the "Argentex Board")
and sufficient binding support having been received from Argentex
shareholders. Lumon urges the Argentex Board to resume work with Lumon without
delay to fulfil these preconditions and to enable the Lumon Possible Offer to
be implemented.

 

There can be no certainty that any offer will be made or as to the terms of
any such offer even if the pre-conditions set out above are satisfied or
waived.

 

Argentex shareholders are urged to take no further action at this stage. A
further statement will be made as and when appropriate.

 

 

Notes

 

This announcement does not amount to a firm intention by Lumon to make an
offer for Argentex. There can be no certainty that any offer will be made.

 

Lumon reserves the right to vary the form and/or mix of the consideration
referred to in this announcement and vary the transaction structure.

 

A further announcement will be made in due course.

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at www.lumonpay.com/offer
(https://url.uk.m.mimecastprotect.com/s/75R8C4LNvc7mRk6fxhyc4naBR?domain=lumonpay.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.

 

 

Enquiries:

 

 Lumon and Pollen Street Capital                                   c/o FGS Global

 Cavendish (Financial Adviser to Lumon and Pollen Street Capital)  +44 (0) 20 7220 0500
 Marc Milmo

Henrik Persson

Fergus Sullivan

 George Lawson
 FGS Global (Communications adviser to Lumon)                      +44 (0) 7855 955 531

Chris Sibbald

 

Hogan Lovells International LLP is acting as legal adviser to Lumon in
connection with the Acquisition.

 

Important Information

 

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

 

The distribution of this announcement in jurisdictions outside the UK may be
restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction. This announcement,
and the Scheme Document, is not a prospectus, prospectus equivalent document
or exempted document.

 

If you are in any doubt as to the action you should take, you are recommended
to seek your own financial advice immediately from your stockbroker, bank
manager, accountant or other independent financial adviser authorised under
the Financial Services and Markets Act 2000, if you are in the United Kingdom,
or from another appropriately authorised independent financial adviser if you
are taking advice in a territory outside the United Kingdom.

 

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Lumon and Pollen Street Capital and for no-one else in
connection with the Acquisition and will not regard any other person as its
client in relation to the Acquisition and will not be responsible to anyone
other than Lumon and Pollen Street Capital for providing the protections
afforded to clients of Cavendish, nor for providing advice in relation to any
matter referred to in this announcement.

 

About Lumon

 

Lumon is a private limited company registered in Jersey and was incorporated
on 7 January 2020. Lumon is the indirect parent of Lumon Pay Ltd, Lumon Risk
Management Ltd and Lumon FX Europe Limited ("Lumon Opco Group"). Lumon Opco
Group is an international payments and foreign exchange provider, offering
services to both private individuals and businesses, facilitating cross-border
transactions (including property purchases, living expenses, and corporate
payments). With a presence in the UK, Ireland, Spain, and Portugal, the Lumon
Opco Group has served over 70,000 customers since 2000 and processed £8.8
billion in transactions in 2023.

 

Disclosure requirements of the Takeover Code

 

Under Rule 8.3(a) of the Takeover 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 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% 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 https://www.thetakeoverpanel.org.uk/ (http://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.

 

Website Publication

 

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 Lumon's website
(www.lumonpay.com/offer
(https://url.uk.m.mimecastprotect.com/s/75R8C4LNvc7mRk6fxhyc4naBR?domain=lumonpay.com)
) by no later than noon (London time) on the business day following this
announcement. The content of the website referred to in this announcement is
not incorporated into and does not form part of this announcement.

 

Note

 

References to "Rules" are to the rules of the Takeover Code. 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 Takeover
Code.

 

 

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