REG - ARGO Group Limited - Extension of Tender Offer

ArgoAnnouncement

14/02/2025 16:15

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RNS Number : 2389X  ARGO Group Limited  14 February 2025

 
 
 
 
 
 
 
14 February 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.

 

Argo Group Limited

("Argo", the "Company" or the "Group")

 

 Extension of Tender Offer

 

Argo Group Limited announces today that following consultation with Panmure
Liberum Limited there has been an amendment to the terms of the Company's
previously announced tender offer (the "Tender Offer") to purchase up to
11,221,673 Ordinary Shares at the Tender Price of 5 pence per Ordinary Share,
as further described in the announcement made on 16 January 2025 and the
circular published by the Company on 16 January 2025 (the "Circular") which
contain further information on the terms of the Tender Offer and details of
how to accept the Tender Offer, to extend the latest time and date for receipt
of Tender Forms and TTE instructions from 1.00 p.m. (London Time) on 14
February 2025 to 1.00 p.m. (London Time) on 18 February 2025.

Shareholders that have previously tendered their Ordinary Shares do not need
to re-tender their Ordinary Shares or take any other action in response to the
extension of the Tender Offer.

Except as set forth herein, all other terms, provisions and conditions of the
Tender Offer will remain in full force and effect as set forth in the
Circular. The Circular can be viewed on, and downloaded from, the Company's
website at www.argogrouplimited.com. Terms used in this announcement shall
(unless the context otherwise requires) have the same meaning as in the
Circular.

Cancellation

As previously announced, the Cancellation Resolution proposed to Shareholders
at the Company's Annual General Meeting on 10 February 2025 was duly passed
and Shareholders thereby approved the cancellation of trading of the Company's
Ordinary Shares on AIM.

Following the extension of the Tender Offer set forth herein, the expected
date of Cancellation has changed and Cancellation it is now anticipated that
the last day of dealings in the Ordinary Shares on AIM will be on 20 February
2025 and that Cancellation will take effect from 7.00 a.m. on 21 February
2025.

Revised timetable of principle events

The revised expected timetable of principal events is as follows:

 Latest time and date for receipt of Tender Forms and TTE instructions         1.00 p.m. on 18 February 2025
 Tender Offer Record Date                                                      Close of business on 18 February 2025
 Announcement of result of Tender Offer                                        19 February 2025
 Purchase of Shares under the Tender Offer                                     20 February 2025
 Last day of dealings in the Ordinary Shares on AIM                            20 February 2025
 Expected date of Cancellation                                                 with effect from 7.00 a.m. on 21 February 2025
 Creation of assured payment obligations for Tender Offer proceeds for         by 4 March 2025
 uncertificated Ordinary Shares
 Despatch of cheques for Tender Offer proceeds and balance share certificates  by 4 March 2025
 for certificated holdings

 

 

For further information:

Argo Group Limited

Jeremy Bradshaw

Telephone: +44 (0)20 7016 7660

 

Panmure Liberum Limited

Nominated Adviser and Broker

Atholl Tweedie

Telephone: +44 (0)20 7886 2500

 

For more information visit: www.argogrouplimited.com
(http://www.argogrouplimited.com)

 

IMPORTANT NOTICE

If Shareholders are in any doubt about the contents of this announcement or
the action they should take, they are recommended to seek advice from their
stockbroker, solicitor, accountant, bank manager or other appropriately
authorised independent financial adviser authorised under the Financial
Services and Markets Act 2000 (as amended) if they are in the United Kingdom
or from another appropriately authorised independent financial adviser if they
are in a territory outside the United Kingdom.

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the FCA, is acting as nominated adviser and broker to the Company for the
purposes of the AIM Rules. Persons receiving this announcement should note
that Panmure Liberum is acting exclusively for the Company and no one else and
will not be responsible to anyone, other than the Company, for providing the
protections afforded to customers of Panmure Liberum or for advising any other
person on the transactions and arrangements described in this announcement.
Panmure Liberum makes no representation or warranty, express or implied, as to
the contents of this announcement and Panmure Liberum does not accept any
liability whatsoever for the accuracy of or opinions contained (or for the
omission of any material information) in this announcement and shall not be
responsible for the contents of this announcement. Nothing in this paragraph
shall serve to exclude or limit any responsibilities which Panmure Liberum may
have under FSMA or the regulatory regime established thereunder.

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or solicitation of any 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. Any offer (if made)
will be made solely by certain documentation which will contain the full terms
and conditions of any offer (if made), including details of how such offer may
be accepted. This announcement has been prepared in accordance with English
law and the Code and information disclosed may not be the same as that which
would have been prepared in accordance with laws outside the United Kingdom.
The release, distribution or publication of this announcement in jurisdictions
outside the United Kingdom may be restricted by the laws of the relevant
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about, and observe, any such restrictions. Any
failure to comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction.

This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this announcement and
include statements regarding the Directors' intentions, beliefs or current
expectations concerning, amongst other things, the Group's results of
operations, financial condition, liquidity, prospects, growth and strategies.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. A number of factors
could cause actual results and developments to differ materially from those
expressed or implied by the forward-looking statements, including, without
limitation: ability to find appropriate investments in which to invest and to
realise investments held by the Group; conditions in the public markets; the
market position of the Group; the earnings, financial position, cash flows and
return on capital of the Group; the anticipated investments and capital
expenditures of the Group; changing business or other market conditions; and
general economic conditions.

Forward-looking statements contained in this announcement based on past trends
or activities should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement under the
AIM Rules, Prospectus Rules, the Disclosure and Transparency Rules or other
applicable legislation or regulation, the Company does not undertake any
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Investors should not
place undue reliance on forward-looking statements, which speak only as of the
date of this announcement.

No statement in this announcement or incorporated by reference into this
announcement is intended to constitute a profit forecast or profit estimate
for any period, nor should any statement be interpreted to mean that earnings
or earnings per share will necessarily be greater or less than those for the
preceding financial periods of the Company.

 

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