REG - ARGO Group Limited - Tender Offer and Cancellation of Admission

ArgoAnnouncement

16/01/2025 08:30

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RNS Number : 5930T  ARGO Group Limited  16 January 2025

16 January 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) NO. 596/2014

 

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")

 

 Proposed Tender Offer

Proposed Cancellation of admission of Ordinary Shares to trading on AIM

and

Notice of Annual General Meeting

 

Argo announces a proposed tender offer and voluntary cancellation of the
admission of its Ordinary Shares to trading on AIM, subject to approval by
Shareholders. The company also announces that its next Annual General Meeting
will be held at the offices of Appleby (Isle of Man) LLC, 33 Athol Street,
Douglas, Isle of Man, IM1 1LB at 3.00 p.m. on Monday, 10 February 2025.

The Tender Offer provides Shareholders who do not wish to remain as
Shareholders after Cancellation has taken place with an opportunity to realise
their entire investment in the Company by accepting the Tender Offer pursuant
to which the Company will, conditionally, offer to purchase up to 11,221,673
Ordinary Shares at the Tender Price of 5 pence per Ordinary Share. The Tender
Price represents a premium of 25 per cent. to the closing mid-market price per
Ordinary Share on 15 January 2025 (being the last practicable date prior to
this announcement).

The Company has received an irrevocable undertaking not to tender any Ordinary
Shares under the Tender Offer in respect of, in aggregate, 27,738,313 Ordinary
Shares, representing approximately 71.2 per cent. of the issued share capital
of the Company from the Concert Parties. As such, it is expected that all
Eligible Shareholders who tender any or all of their Ordinary Shares under the
Tender Offer will have their tenders accepted in full and their tenders will
not be subject to any scaling back.

The Independent Directors believe it is in the best interests of the Company
to undertake the Tender Offer and that the repurchase of the Ordinary Shares
is an appropriate mechanism for creating an exit event for Shareholders prior
to Cancellation. Those Eligible Shareholders who wish to continue holding
Ordinary Shares following Cancellation may do so but should note that there
would no longer be a formal market mechanism enabling Shareholders to trade
their Ordinary Shares.

Cancellation is conditional, pursuant to Rule 41 of the AIM Rules, upon the
approval of not less than 75 per cent. of the votes cast by Shareholders
(whether present in person or by proxy) at the Annual General Meeting. The
Company has received an irrevocable undertaking to vote in favour of the
Cancellation Resolution to be proposed at the Annual General Meeting in
respect of, in aggregate, 27,738,313 Ordinary Shares, representing
approximately 71.2 per cent. of the issued share capital of the Company from
the Concert Parties. Accordingly, the Cancellation Resolution is expected to
be passed at the Annual General Meeting.

A circular will be posted to Shareholders (the "Circular") on or around 16
January 2025 setting out the reasons for, and implications of, Cancellation
and providing further details on each of the Cancellation and the Tender
Offer. A notice convening the Annual General Meeting is set at Part 6 of the
Circular. Copies of the Notice of Annual General Meeting and a Form of Proxy
are available for viewing on the Company's website,
https://www.argogrouplimited.com/shareholder-information/shareholder-circulars.

In accordance with Rule 41 of the AIM Rules, the Company has notified the
London Stock Exchange of the date of Cancellation.

 

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.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Announcement of Tender Offer and Cancellation                                 16 January 2025
 Publication and posting of Circular, Form of Proxy and Tender Form            16 January 2025
 Tender Offer opens                                                            17 January 2025
 Latest time and date for receipt of Forms of Proxy for the Annual General     3.00p.m. on 6 February 2025
 Meeting
 Annual General Meeting                                                        3.00p.m. on 10 February 2025
 Latest time and date for receipt of Tender Forms and TTE instructions         1.00 p.m. on 14 February 2025
 Tender Offer Record Date                                                      Close of business on 14 February 2025
 Announcement of result of Tender Offer                                        17 February 2025
 Purchase of Shares under the Tender Offer                                     18 February 2025
 Last day of dealings in the Ordinary Shares on AIM                            18 February 2025
 Expected date of Cancellation                                                 with effect from 7.00 a.m. on 19 February 2025
 Creation of assured payment obligations for Tender Offer proceeds for         by 28 February 2025
 uncertificated Ordinary Shares
 Despatch of cheques for Tender Offer proceeds and balance share certificates  by 28 February 2025
 for certificated holdings

 

Notes:

(1)      In order to participate in the Tender Offer an Eligible
Shareholder must have been on the Register on the Record Date, being close of
business on 14 February 2025.

 

(2)      The dates and times specified are subject to change and will be
notified by the Company through a Regulatory Information Service. All
references to time are to UK time.

 

(3)      All events in the above timetable following the Annual General
Meeting that relate to the Cancellation are conditional upon the approval of
the Cancellation Resolution. The Cancellation Resolution requires the approval
of not less than 75 per cent. of the votes cast by Shareholders in person or
by proxy at the Annual General Meeting. It should be noted that an Irrevocable
Undertaking to vote in favour of the Cancellation Resolution has been received
from Shareholders holding 71.2 per cent. of the issued share capital of the
Company meaning that the Cancellation Resolution is expected to be passed. See
paragraph 5 of Part 2 and paragraph 4 of Part 5 of the Circular for further
details.

 

Details of the Tender Offer

The Tender Offer will be implemented on the basis of Panmure Liberum
acquiring, as principal, the successfully tendered Ordinary Shares at the
Tender Price. The Company will subsequently acquire the Ordinary Shares
successfully tendered from Panmure Liberum at the Tender Price.  Upon the
Tender Offer becoming unconditional and unless the Tender Offer has been
terminated, Panmure Liberum will accept the applications of Eligible
Shareholders validly made in accordance with the terms and conditions of the
Tender Offer.

Eligible Shareholders can decide whether they want to tender all, some or none
of their Ordinary Shares in the Tender Offer.

The Company will spend a maximum of £561,083.65 purchasing Ordinary Shares
under the Tender Offer. At the Tender Price, this represents 11,221,673
Ordinary Shares representing approximately 28.8 per cent. of the Company's
current issued share capital.

The Tender Price of 5 pence per Ordinary Share represents a premium of 25 per
cent. to the closing price of 4 pence per Ordinary Share on 15 January 2025
and a premium of 28.2 per cent. to the volume weighted average price of 3.90
pence per Ordinary Share over one month prior to 15 January 2025.

Eligible Shareholders do not have to tender any Ordinary Shares if they do not
wish to do so.

All Ordinary Shares will be purchased by Panmure Liberum at the Tender Price.

Tender Offer process and timing

Once lodged (in the case of a Tender Form) or settled (in the case of a TTE
Instruction) such tender shall be irrevocable. The Tender Offer will close at
1.00 p.m. on 14 February 2025 and tenders received after that time will not be
accepted (unless the Tender Offer is extended). The Company reserves the right
at any time prior to the announcement of the results of the Tender Offer to
extend the period during which the Tender Offer is open, based on market
conditions and/or other factors.

Successfully tendered Ordinary Shares will be purchased free of commission and
dealing charges.

Any Ordinary Shares repurchased by the Company will be cancelled. Any rights
of Ordinary Shareholders who do not tender their Ordinary Shares will be
unaffected.

The Tender Offer is conditional, inter alia, on the Company satisfying the
solvency test requirements under Isle of Man law in relation to distributions
to Shareholders at the time of the Tender Offer.

The terms and conditions of the Tender Offer are set out in Part 2 of the
Circular.

Details of how an Eligible Shareholder is able to tender Ordinary Shares are
set out in Part 2 of the Circular.

Considerations as to whether or not to accept the Tender Offer

Shareholders should note that if they vote in favour of the Cancellation
Resolution at the Annual General Meeting, they are not obligated to accept the
Tender Offer for their Ordinary Shares.

The Independent Directors are not making any recommendation to Eligible
Shareholders as to whether or not they should tender their Ordinary Shares in
the Tender Offer. Eligible Shareholders should consider whether the Ordinary
Shares remain a suitable investment in light of their own personal
circumstances and investment objectives, noting the future prospects of the
Company as outlined in the Circular and the advantages and disadvantages of
the Tender Offer outlined below.

In the opinion of the Independent Directors, in the absence of any immediate
prospect to sell their Ordinary Shares once the Tender Offer closes,
Shareholders should balance their desire for a cash realisation now or in the
immediate foreseeable future, against the prospect of remaining Shareholders
in the Company with changed financial prospects, a changed ownership
structure and the Cancellation and the consequent impact on future
marketability. The Independent Directors believe that the points below should
be taken into account by Shareholders when considering whether to retain their
Ordinary Shares or to tender their Ordinary Shares under the Tender Offer.

Advantages of the Tender Offer

The Independent Directors believe that making the Tender Offer on the terms
set in this document is in the interests of Shareholders as a whole because:

·      a tender offer provides an opportunity for an exit for those
Shareholders who wish to receive cash;

·      a tender offer conducted at 5 pence represents a premium to the
prevailing share price of 4 pence as at close of trading on 15 January 2025
(being the latest practicable date prior to the publication of the Circular);

·      there can be no guarantee as to the level of dividends or other
distributions which would be paid by the Company to Shareholders in future or
if any such dividends or distributions would be made; and

·      this creates an opportunity for all Shareholders to sell who
might wish to do so ahead of the Cancellation (if approved), where trading
opportunities are likely to be more limited.

Disadvantages of the Tender Offer

In considering the Tender Offer, the Independent Directors believe
Shareholders should have regard to the following disadvantages that they may
experience if they opt to accept the Tender Offer and if they opt to retain
their Ordinary Shares and not accept the Tender Offer (as applicable):

·      In order to pay the consideration to which Shareholders are
entitled pursuant to valid tenders of Ordinary Shares accepted by Panmure
Liberum (and which the Company will then be obliged to repurchase from Panmure
Liberum), the Company will use a significant amount of its available cash and
other liquid funds which will then be unavailable for deployment in achieving
the Company's aims;

·      As a result of the Tender Offer, the number of Ordinary Shares in
issue will be reduced and the value of the assets of the Company will reduce
in size. As a result, the fixed costs of the Company will be spread over
fewer Ordinary Shares;

·      Shareholders tendering Ordinary Shares for sale under the Tender
Offer will receive the Tender Price, which may be less than the price at which
they bought their Ordinary Shares; and

·      Tender Forms and TTE Instructions, once submitted, are
irrevocable. The price of the Ordinary Shares and the Company's net asset
value may rise or fall following submission of a Tender Form or TTE
Instruction. After settlement of a TTE Instruction, the Shareholder will not
be able to access the Ordinary Shares concerned in CREST for any transaction
or for charging purposes.

If Eligible Shareholders are in any doubt as to what action they should take,
they should seek their own independent professional advice from their
stockbroker, bank manager, solicitor, accountant or other independent
financial adviser authorised under the Financial Services and Markets Act
2000, as amended, if they are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial adviser. Eligible
Shareholders are also strongly advised to consult their professional advisers
regarding their own tax position.

Eligible Shareholders are not obliged to tender any Ordinary Shares and if
they do not wish to participate in the Tender Offer, they should not complete
or return a Tender Form or submit a TTE Instruction in CREST.

 

Details of the Cancellation

Reasons for the Cancellation

The Board is very much focused on strengthening the Company's financial
performance and has carefully considered over an extensive period of time the
benefits and drawbacks to the Company retaining its quotation on AIM. The
Board has now concluded that the Cancellation, linked to the Tender Offer
referred to above, is in the best interests of the Company and its
Shareholders as a whole. In reaching this conclusion, the Board has considered
the following key factors:

·      the scale and structure of the UK Small Cap market has changed
for the foreseeable future and the Company is too small to be of interest to
the vast majority of a reducing number of investors in UK publicly-quoted
companies;

·      the Company has been unable to access new equity capital on
acceptable terms;

·      trading in the Ordinary Shares is highly illiquid resulting in
share price volatility. In the opinion of the Board, the Tender Offer
represents a near term opportunity for Eligible Shareholders to realise their
entire investment in the Company for cash;

·      in the opinion of the Board, the level of free float in the
shares of the Company is not of a scale to attract sufficient interest from
institutional and other investors and therefore it is difficult to create a
more liquid market for its Ordinary Shares to effectively or economically
utilise its AIM quotation;

·      in light of the limited trading in the Ordinary Shares, with an
average daily volume over the past 12 months of approximately 8,000 Ordinary
Shares representing 0.02 per cent. of the current issued share capital, the
costs associated with maintaining the AIM quotation are considered by the
Directors to be disproportionately high when compared to the benefits, and
the Board believes that these funds could be better utilised; and

·      the management time and the legal and regulatory burden
associated with maintaining the Company's admission to trading on AIM is, in
the Directors' opinion, disproportionate to the benefits to the Company.

If the Cancellation Resolution is not approved by Shareholders the Company
will remain liable for the ongoing professional and associated costs
associated with maintaining its admission to AIM, which amounted to
approximately US$107,000 during FY 2023.

Effect of Cancellation

The principal effects of the Cancellation will be that:

·      there will not be a formal market mechanism enabling the
Shareholders to trade Ordinary Shares;

·      while the Ordinary Shares will remain freely transferrable, it is
possible that the liquidity and marketability of the Ordinary Shares will, in
the future, be more constrained than at present and the value of such shares
may be adversely affected as a consequence;

·      between them, the Concert Parties currently hold 71.2 per cent.
of the Company's voting rights and, following completion of the Tender Offer,
will hold between 71.2 per cent. and 100 per cent. As a result, the free
float and liquidity of the Ordinary Shares is extremely limited and will be
further reduced following the completion of the Tender Offer;

·      in the absence of a formal market and quote, it may be more
difficult for Shareholders to determine the market value of their investment
in the Company at any given time;

·      the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no longer apply and
the Company will no longer be subject to UK MAR or the Disclosure Guidance and
Transparency Rules and so will therefore no longer be required to disclose
significant shareholdings in the Company;

·      shareholders will no longer be afforded the protections given by
the AIM Rules and the requirement that the Company seeks Shareholder approval
for certain corporate actions, where applicable, including substantial
transactions, reverse takeovers, related party transactions and fundamental
changes in the Company's business;

·      the levels of transparency and corporate governance within the
Company may not be as stringent as for a company quoted on AIM;

·      Panmure Liberum will cease to be the Company's nominated adviser
and the Company will cease to have a broker; and

·      the Cancellation may have personal taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax position
should consult their own professional independent tax adviser.

Shareholders should also note that the Takeover Code will continue to apply to
the Company following the Cancellation until 2 February 2027, provided the
Company continues to have its place of central management and control in the
UK, Channel Islands or Isle of Man. However, in the event that, subsequent to
the Cancellation further Board changes result in the Company's place of
central management and control being outside the UK, Channel Islands or Isle
of Man, then the Company may not be subject to the Takeover Code.

The Company will continue to be bound by the Act (which requires shareholder
approval for certain matters) following the Cancellation.

The above considerations are not exhaustive, and Shareholders should seek
their own independent advice when assessing the likely impact of the
Cancellation on them.

Process for Cancellation

Under the AIM Rules, the Cancellation can only be effected by the Company
after securing a special resolution of Shareholders in a general meeting and
the expiry of a period of 20 clear Business Days from the date on which notice
of the Cancellation is given to the London Stock Exchange. In addition, a
period of at least five clear Business Days following Shareholders' approval
of the Cancellation is required before the Cancellation may become effective.
The Notice of Annual General Meeting contains, in addition to the usual annual
resolutions, a special resolution which seeks the approval of Shareholders for
the Cancellation. Assuming that the Cancellation Resolution is approved, the
earliest date that the Cancellation could take place is 7.00 a.m. on 19
February 2025.

Ordinary Share dealing following Cancellation

If a Shareholder retains their Ordinary Shares following the Cancellation,
although the Ordinary Shares will remain freely tradeable, they will no longer
be tradeable on AIM. The Board is aware that following the Cancellation
(should the Cancellation Resolution be approved by Shareholders at the Annual
General Meeting) liquidity in, and marketability of, the Ordinary Shares will
be very limited and holdings of Ordinary Shares will be difficult to value
and to trade. Therefore, whilst there will be no formal dealing facility,
Shareholders seeking to buy or sell Ordinary Shares can email
Argoinvestorrelations@argocm.com, which will seek to facilitate contact
between potential buyers and sellers of Ordinary Shares. Shareholders should
also be aware that the arrangements set out above could be withdrawn at a
later date.

 

Current trading and outlook

As announced by the Company on 29 July 2024, the Group reported revenues of
US$4.6 million in respect of the six month period ended 30 June 2024, with
management fees accounting for US$1.0 million. During the period the Group
earned an additional one-off bonus fee of US$3.2 million upon the sale of an
asset in Romania. Total operating costs for the period, ignoring bad debt
provisions, were US$2.0 million. Overall the interim results showed an
operating profit for the period of US$2.4 million (six months to 30 June 2023:
operating loss of US$0.7 million) and a profit before tax of US$2.5 million
(six months to 30 June 2023: profit before tax of US$0.1 million), reflecting
the impact of the one-off bonus fee.

Unaudited and preliminary figures for the Company's results for the year
ending 31 December 2024 indicate that management fees were broadly unchanged
year-on-year, making a total of US$2.0 million (FY 2023: US$2.1 million) but
there was a further contribution of approximately US$1.0 million from
performance fees in the second half of the year, reflecting enhanced fund
returns. However, the run-rate of operational expenses remained similar to
that of the first half of the year and, after accounting for bad debt
provisions and foreign exchange losses, the estimated profit before tax for
2024 as a whole was little changed from the figure recorded at the interim
stage.

The Board is not anticipating additional capital to be subscribed to the funds
managed by the Group, in the absence of which Argo does not expect to generate
sustainable profits on a recurring management fee basis and will continue to
be reliant on performance fees to cover the shortfall in the Company's net
income. Although the Group is optimistic that its funds can continue to
generate outperformance relative to their benchmarks, there is no guarantee of
such an outcome.

Irrevocable Undertakings

The Company has received irrevocable undertakings from the Concert Parties not
to tender any Ordinary Shares under the Tender Offer and to vote in favour of
the Cancellation Resolution in respect of their holdings of, in aggregate,
27,738,313 Ordinary Shares, representing approximately 72.1 per cent. of the
issued Ordinary Shares.

Recommendation

The Independent Directors unanimously recommend that: (a) Shareholders vote in
favour of the Cancellation Resolution and the other customary resolutions
being proposed at the Annual General Meeting as the Independent Directors
intend to do in respect of their own holdings of Ordinary Shares representing,
in aggregate, approximately 2.8 per cent. of the Company's issued share
capital (and as the Concert Parties have undertaken to do in respect of their
own holdings of Ordinary Shares and Ordinary Shares under their control
representing, in aggregate, approximately 71.2 per cent. of the Company's
issued share capital); and (b) all Eligible Shareholders consider tendering
their Ordinary Shares in the Tender Offer. However, as described in more
detail above, the Independent Directors are not making any recommendation to
Eligible Shareholders as to whether or not they should tender their Ordinary
Shares in the Tender Offer. Shareholders should consider whether the Ordinary
Shares remain a suitable investment in light of their own personal
circumstances and investment objectives, noting the non-exhaustive list of
risks that the Company is subject to, and the advantages and disadvantages of
tendering Ordinary Shares under the Tender Offer outlined above.

DEFINITIONS

"Act"
Isle of Man Companies Act 2006

 

"AIM
Rules"
the AIM Rules for Companies published by the London Stock Exchange from time
to time

 

"Annual General Meeting"                  the annual general
meeting (or any adjournment thereof) of the Shareholders of the Company to be
convened for 3.00p.m. on 10 February 2025 pursuant to the Notice of Annual
General Meeting

 

"Business
Day"                                  a day
not being a Saturday, Sunday or public holiday on which banks are generally
open for business in the City of London or the Isle of Man

 

"Cancellation"
the cancellation of admission of the Ordinary Shares to trading on AIM

 

"Cancellation Resolution"                  the resolution to
approve the Cancellation to be proposed at the Annual General Meeting as a
special resolution, which is set out in full in the Notice of Annual General
Meeting

 

"certificated or in certificated form"    the description of a share or
other security which is not in uncertificated form (that is not in CREST)

 

"Circular"
the circular to be posted to Shareholders on or around 16 January 2025

 

"Company"
Argo Group Limited

 

"Concert Parties"
Andreas Rialas (including his interest of shares held by Farkland Ventures the
beneficiaries of which are potentially Andreas Rialas and his family) and
Kyriakos Rialas

 

"CREST"
the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear UK & International Limited is the Operator (as defined in the
CREST Regulations)

 

"CREST Manual"
the rules governing the operation of CREST as published by Euroclear and as
amended from time to time

 

"CREST Regulations"                        the
Uncertificated Securities Regulations 2001, as amended

 

"Directors" or "the Board"                         the
directors of the Company at the date of this announcement

"Eligible Shareholders"
a Shareholder outside a Restricted Jurisdiction on the register on the Record
Date (excluding the Concert Parties who have undertaken not to participate in
the Tender Offer)

 

"Escrow
Agent"
Link Market Services Limited

 

"Euroclear"
Euroclear UK & International Limited, a company incorporated in England
and Wales with registered number 02878738, whose registered office is at 33
Cannon Street, London EC4M 5SB, the operator of CREST

 

"Farkland Ventures"
Farkland Ventures Limited, a Cyprus incorporated company with company number
HE403716

 

"Form of
Proxy"                                 the
form of proxy accompanying the Circular for use in connection with the Annual
General Meeting

 

"Group"
the Company and its subsidiaries

 

"Independent Directors"
Michael Kloter, David Fisher and Kenneth Watterson

 

"Irrevocable Undertaking"                  the irrevocable
undertaking from the Concert Parties: (i) not to accept (and to procure that
the relevant registered holder(s), including in the case of Andreas Rialas,
Farkland Ventures, do not accept) the Tender Offer in respect of their
27,738,313 Ordinary Shares; and (ii) to vote (and to procure that the relevant
registered holder(s) vote) in favour of the Cancellation Resolution in respect
of their 27,738,313 Ordinary Shares

 

"London Stock Exchange"                      London Stock
Exchange plc

 

"Notice of Annual General Meeting"   the notice convening the Annual General
Meeting as set out in Part 6 of the Circular

 

"Ordinary Shares" or "Shares"                ordinary shares of
US$0.01 each in the capital of the Company

 

"Panel"
the Panel on Takeovers and Mergers

 

"Panmure
Liberum"
Panmure Liberum (UK) Limited

 

"Receiving
Agent"
Link Group, a trading name of Link Market Services

 

"Record
Date"
close of business on 14 February 2025

 

"Repurchase Agreement"                         the
agreement dated with today's date between Panmure Liberum and the Company
under which the Company has agreed to purchase from Panmure Liberum those
Ordinary Shares which Panmure Liberum acquires pursuant to the Tender Offer

 

"Restricted Jurisdictions"                         has
the meaning set out in Part 2, clause 6(b) of the Circular

 

"Shareholder"
a holder of Ordinary Shares

 

"Takeover Code"
the City Code on Takeovers and Mergers

 

"Tender
Form"                                   the
form enclosed with the Circular for use by Eligible Shareholders who hold
Ordinary Shares in certificated form in connection with the Tender Offer

 

"Tender
Offer"
the offer by Panmure Liberum to purchase Ordinary Shares in accordance with
the Circular

 

"Tender
Price"
5 pence per Ordinary Share

 

"TTE Instruction"
a transfer to escrow instruction (as defined by the CREST Manual)

 

"uncertificated or in uncertificated     recorded on a register of
securities maintained by Euroclear

Form"
UK & International Limited in accordance with the Uncertificated
Securities Regulations as being in uncertificated form in CREST and title to
which, by virtue of the Uncertificated Securities Regulations, may be
transferred by means of CREST

 

"Uncertificated Securities Regulations" the Isle of Man Uncertificated
Securities Regulations 2006, as amended

 

 

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