REG-Augmentum Fintech plc: Announcement of Court Sanction Hearing Location

Augmentum FintechAnnouncement

Yesterday 07:02

Not for release, publication or distribution, in whole or in part, DIRECTLY OR
INDIRECTLY, in, into or from any jurisdiction (including the united states)
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction                    .

FOR IMMEDIATE RELEASE

 

7 MAY 2026

 

RECOMMENDED                                CASH ACQUISITION

of

AUGMENTUM FINTECH                                PLC

by

FRONTIER BIDCO LIMITED

(a newly formed company indirectly and wholly controlled by Verdane Fund
Manager AB in its capacity as manager of Verdane Freya XII Investments AB)

being implemented by means of a scheme of arrangement under part

26 of the Companies Act 2006

 

Announcement of Court Sanction Hearing Location

 

The boards of directors of Frontier Bidco Limited ("                     BidCo
                   ") and Augmentum Fintech plc ("                    
Augmentum                    ") are pleased to announce that the Court
Sanction Hearing, at which the Court will be asked to sanction the Scheme, is
scheduled to be held in person on 11 May 2026 at the Royal Courts of Justice,
The Rolls Building, Fetter Lane, London EC4A 1NL. Scheme Shareholders are
entitled to attend the Court Sanction Hearing, should they wish to do so, in
person or through counsel.

BidCo and Augmentum expect that, subject to the satisfaction (or, where
applicable, waiver) of the remaining Conditions, the Scheme will become
Effective on 13 May 2026.

Capitalised terms used but not otherwise defined in this announcement shall
have the same meanings given to them in the shareholder circular relating to
the Scheme (the "                     Scheme Document                    ") on
20 March 2026, unless the context requires otherwise.

For further information

 Verdane                                                                                                                                                            
 James Cook, Director of PR and Content                                +44 (0)7462 607105                                                                           
 Houlihan Lokey UK Limited   (Financial Adviser to BidCo and Verdane)                                                                                               
                                                                       
 Tim Richardson / Chloe Catterick                                      +44 (0)20 7839 3355                      +44 (0)20 7839 3355                                          
 Augmentum  Fintech plc                                                                                                                                             
 William Reeve, Chairman                                               Via Cavendish Capital Markets Limited                                                        
 Media Enquiries: Nigel Szembel                                                                                                           +44 (0)7802 362088        
 Cavendish Capital Markets Limited   (Sole Financial Adviser and Rule 3 Adviser to Augmentum)                                                                       
 Marc Milmo, Robert Peel, Henrik Persson, Daniel Balabanoff, Trisyia Jamaludin                                  +44 (0)20 7220 0500                                 

Stephenson Harwood LLP is retained as legal adviser to Augmentum. Taylor
Wessing LLP is retained as legal adviser to Verdane and BidCo.

Important notices

Houlihan Lokey UK Limited ("                     Houlihan Lokey               
    "), which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively as financial adviser to
BidCo and Verdane and no one else in connection with the Acquisition and will
not be responsible to anyone other than BidCo and Verdane for providing the
protections afforded to clients of Houlihan Lokey or for providing advice in
relation to the Acquisition or any other matters referred to in this
announcement. Neither Houlihan Lokey nor any of its affiliates owes or accepts
any duty, liability, or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Houlihan Lokey in connection with this announcement, any
statement contained herein or otherwise.

Cavendish Capital Markets Limited ("                     Cavendish            
       "), which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively as sole financial adviser
and Rule 3 adviser to Augmentum and no one else in connection with the
Acquisition and will not be responsible to anyone other than Augmentum for
providing the protections afforded to clients of Cavendish or for providing
advice in relation to the Acquisition or any other matters referred to in this
announcement. Neither Cavendish nor any of its affiliates owes or accepts any
duty, liability, or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Cavendish in connection with this announcement, any statement
contained herein or otherwise.

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, invitation, solicitation, purchase, sale, issuance or
exchange is unlawful.

This announcement has been prepared for the purpose of complying with English
law, the Takeover Code, the UK Listing Rules, the Market Abuse Regulation and
the Disclosure Guidance and Transparency Rules, and the information disclosed
may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of any other
jurisdictions.

Overseas Shareholders

The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom may be restricted by the
laws and/or regulations of those jurisdictions. Persons into whose possession
this announcement comes who are not resident in the United Kingdom or who are
subject to the laws and/or regulations of any jurisdiction other than the
United Kingdom should inform themselves of, and observe, any such applicable
laws and/or regulations in their jurisdiction. In particular, the ability of
persons who are not resident in the United Kingdom to vote their          
Augmentum           Shares with respect to the Scheme at the Court Meeting or
the Resolution(s) at the General Meeting, or to appoint another person as
proxy to vote at the Court Meeting or the General Meeting on their behalf, may
be affected by the laws of the relevant jurisdiction in which they are
located. Further details in relation to Overseas Shareholders will be
contained in the Scheme Document. Any failure to comply with any such
restrictions may constitute a violation of the securities laws 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 BidCo or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition shall not be made
available, directly or indirectly, in, into or from a 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 form
within a 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 and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction. If the Acquisition is implemented by a Takeover
Offer (unless otherwise permitted by applicable law or regulation), the
Takeover Offer may not be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including, without
limitation, facsimile, email or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of a national
state or other securities exchange, of any Restricted Jurisdiction and the
Takeover Offer will 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 English law and the jurisdiction of the
Court, and, among other things, the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the Financial Conduct Authority
and the Registrar of Companies.

Additional information for investors in the United States

The Acquisition relates to shares of an English company admitted to trading on
the Main Market of the London Stock Exchange and is proposed to be implemented
by means of a scheme of arrangement under Part 26 of the Companies Act which
will be governed by English law. A transaction effected by means of a scheme
of arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural
requirements applicable in the United Kingdom to schemes of arrangement which
differ from the requirements of United States tender offer and proxy
solicitation rules.

However, if BidCo were to elect to implement the Acquisition by means of a
Takeover Offer and determines to extend such Takeover Offer into the United
States, such Takeover Offer shall be made in compliance with all applicable
United States laws and regulations, including, without limitation, to the
extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such a Takeover Offer would be made in the United States by BidCo
and no one else.

In accordance with normal United Kingdom practice and pursuant to Rule
14(e)-5(b) of the US Exchange Act (if applicable), BidCo or its nominees, or
its brokers (acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, shares or other securities of          
Augmentum           outside of the US, other than pursuant to the Acquisition,
until the date on which the Acquisition and/or Scheme becomes Effective,
lapses or is otherwise withdrawn. Were they to be made, these purchases or
arrangements to purchase would occur either in the open market at prevailing
prices or in private transactions at negotiated prices and would comply with
applicable law, including the US Exchange Act. Any information about such
purchases or arrangements to purchase shall be disclosed as required in the
UK, shall be reported to a Regulatory Information Service and shall be
available on the London Stock Exchange website at                     
www.londonstockexchange.com.

The receipt of consideration by a US holder for the transfer of its          
Augmentum           Shares pursuant to the Acquisition may have tax
consequences in the US and such consequences, if any, are not described
herein. US holders of           Augmentum           Shares are urged to
consult their independent professional adviser immediately regarding the
legal, tax and financial consequences of the Acquisition applicable to them.

Neither the US Securities and Exchange Commission nor any securities
commission of any state or other jurisdiction of the United States has
approved the Acquisition, passed judgment upon the fairness or the merits of
the Acquisition, or passed judgment upon the completeness, adequacy or
accuracy of this announcement. Any representation to the contrary is a
criminal offence in the United States.

Financial information relating to           Augmentum           included in
the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document) or any other documents relating to the
Acquisition, has been or shall have been prepared in accordance with
accounting standards applicable in the United Kingdom and may not be
comparable to financial information of US companies or other companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States ("                     US GAAP     
              "). US GAAP differs in certain significant respects from
accounting standards applicable in the United Kingdom. None of the financial
information in this announcement has been audited in accordance with auditing
standards generally accepted in the United States or the auditing standards of
the Public Company Accounting Oversight Board (United States).

Each of BidCo and           Augmentum           is organised under the laws of
England and Wales. Some or all of the officers and directors of BidCo and     
     Augmentum          , respectively, are residents of countries other than
the United States. In addition, a number of the assets of BidCo and          
Augmentum           are located outside the United States. As a result, it may
be difficult for US holders of           Augmentum           Shares to effect
service of process within the United States upon BidCo or           Augmentum 
         or their respective officers or directors or to enforce against them
a judgment of a US court predicated upon the federal or state securities laws
of the United States, including judgments based upon the civil liability
provisions of the US federal securities laws. US shareholders of          
Augmentum           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 jurisdiction or judgment.

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 of the Takeover Code. A Dealing Disclosure by a person to whom Rule
8.3(b) of the Takeover Code 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 shall
be deemed to be a single person for the purpose of Rule 8.3 of the Takeover
Code.

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 of the Takeover Code).

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                
                 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 website

A copy of this announcement will be made available, free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on           Augmentum          's website at                                 
https://augmentum.vc/investors/offer                                by no
later than 12.00 noon (London time) on the first Business Day after the date
of this announcement. For the avoidance of doubt, the contents of this website
and any websites accessible from hyperlinks on this website are not
incorporated into and do not form part of this announcement.

 



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