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REG - Augmentum Fintech - Publication and posting of Scheme Document

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RNS Number : 3993X  Augmentum Fintech PLC  20 March 2026

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

 

20 March 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)

 TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER

PART 26 OF THE COMPANIES ACT 2006

 Publication and posting of Scheme Document

On 25 February 2026, the board of directors of Frontier Bidco Limited
("BidCo") and Augmentum Fintech plc ("Augmentum" or the "Company") announced
that they had reached agreement on the terms and conditions of a recommended
cash acquisition to be made by BidCo for the entire issued ordinary share
capital of Augmentum (the "Acquisition").

The Acquisition is being implemented by means of a Court-sanctioned scheme of
arrangement between Augmentum and Augmentum Shareholders under Part 26 of the
Companies Act (the "Scheme").

Capitalised terms used but not otherwise defined in this announcement shall
have the same meanings given to them in the Scheme Document (defined below).
All references to times in this announcement are to London, United
Kingdom time unless otherwise stated.

Publication of the Scheme Document

Augmentum and BidCo are pleased to announce that a circular to shareholders in
relation to the Acquisition (the "Scheme Document") has today been published
by Augmentum, together with associated Forms of Proxy. The Scheme Document
sets out, amongst other things, the full terms and conditions of the Scheme,
an explanatory statement pursuant to section 897 of the Companies Act, an
expected timetable of principal events, notices of the Meetings, a valuation
report for the purposes of Rule 29 of the Takeover Code and details of the
actions to be taken by Augmentum Shareholders.

Hard copies of the Scheme Document, together with the related Forms of Proxy
for use at the Court Meeting and General Meeting are also being sent to
Augmentum Shareholders today. The Scheme Document is also being made available
free of charge on Augmentum's website at https://augmentum.vc/investors/offer
(https://augmentum.vc/investors/offer) . A copy of the Scheme Document will be
submitted to the National Storage Mechanism and will shortly be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Notices of the Court Meeting and the General Meeting

As further detailed in the Scheme Document, in order to become Effective the
Scheme requires, amongst other things, that the requisite majorities of:

·      Scheme Shareholders vote in favour of the Scheme at the Court
Meeting; and

·      Augmentum Shareholders vote in favour of Resolution 1 at the
General Meeting.

The Scheme is also subject to the satisfaction or (where applicable) the
waiver of the other Conditions set out in full in Part 4 of the Scheme
Document, including the FCA Change in Control Condition and the sanction of
the Court.

Notices convening the Court Meeting and the General Meeting for 10.00 a.m. and
10.15 a.m. respectively on 15 April 2026 (or, in the case of the General
Meeting, as soon thereafter as the Court Meeting is concluded or adjourned),
each to be held at the registered office of Augmentum at 25 Southampton
Buildings, London, WC2A 1AL, United Kingdom, are set out in Part 10 and Part
11 of the Scheme Document respectively.

Action to be taken by Augmentum Shareholders

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of the opinion of the Scheme Shareholders. You are therefore
strongly urged to complete, sign and return the Forms of Proxy, appoint a
proxy through CREST or (for institutional investors) via the Proxymity
platform, as soon as possible.

Augmentum Shareholders should read the Scheme Document in its entirety before
making a decision with respect to the Scheme.

Full details in relation to the action to be taken by Augmentum Shareholders
is set out in paragraph 18 of Part 2 of the Scheme Document.

 

Unanimous Recommendation of the Augmentum Directors

The Augmentum  Directors, who have been so advised by Cavendish as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice to the Augmentum Directors,
Cavendish has taken into consideration the commercial assessments of the
Augmentum Directors. Cavendish is providing independent financial advice to
the Augmentum Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Augmentum Directors recommend unanimously that Augmentum
Shareholders vote (or, where applicable, procure votes) in favour of the
Proposals (or, in the event that the Acquisition is implemented by way of a
Takeover Offer, to accept or procure acceptance of the Takeover Offer) as
those Augmentum Directors who are interested in Augmentum Shares have
irrevocably undertaken to do in respect of, in aggregate, 527,249 Augmentum
Shares representing approximately 0.32 per cent. of the Issued Share Capital
on the Latest Practicable Date.

Shareholder Helpline

If Augmentum Shareholders have not received all the relevant documents or have
any questions relating to the Scheme Document, either of the Meetings, the
completion and return of the Forms of Proxy or submitting votes or proxies
through CREST, the Proxymity platform or via electronic means where
applicable, please call the Registrar, Computershare, by telephone on the
Shareholder Helpline on +44 (0)370 707 1469 (if calling from outside the UK).
Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday
(excluding English and Welsh public holidays). Calls to the Shareholder
Helpline are charged at the standard geographical rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable
international rate. Different charges may apply to calls from mobile
telephones and calls may be recorded and monitored for security and training
purposes. Please note that Shareholder Helpline operators cannot provide
advice on the merits of the Scheme nor give any financial, tax, investment or
legal advice.

Expected Timetable of Principal events

The current expected timetable of principal events for the implementation of
the Scheme is set out in the Scheme Document and below. If any of the dates
and/or times in this expected timetable change, the revised dates and/or times
will be notified to Augmentum Shareholders by an announcement through a
Regulatory Information Service, with such announcement also being made
available on Augmentum's website at https://augmentum.vc/investors/offer
(https://augmentum.vc/investors/offer) . All times shown are UK times.

 

 Event                                                                            Time and/or date                                                            ((1))
 Publication of Scheme Document                                                   20 March 2026
 Latest time for lodging BLUE Forms of Proxy or submitting proxy instructions     10.00 a.m. on 13 April 2026                                                 ((2))
 online at www.investorcentre.co.uk/eproxy
 (http://www.investorcentre.co.uk/eproxy) , through CREST or (for institutional
 investors) via the Proxymity platform for the Court Meeting
 Latest time for lodging WHITE Forms of Proxy or submitting proxy instructions    10.15 a.m. on 13 April 2026                                                 ((3))
 online at www.investorcentre.co.uk/eproxy, through CREST or (for institutional
 investors) via the Proxymity platform for the General Meeting
 Voting Record Time for the Court Meeting and the General Meeting                 6.30 p.m. on 13 April 2026                                                  ((4))
 Court Meeting                                                                    10.00 a.m. on 15 April 2026
 General Meeting                                                                  10.15 a.m. on 15 April 2026                                                 ((5))
 Results of the Meetings announced                                                by no later than 8.00 a.m. on 16 April 2026
 The following dates and times associated with the Scheme are indicative and
 are subject to change and will depend on, among other things, the date on
 which the Conditions to the Scheme are satisfied or, if capable of waiver,
 waived, and the date on which the Court sanctions the Scheme.
 Last day of dealings in Augmentum Shares for normal settlement                   D-1 Business Day                                                            ( )
 Court Sanction Hearing                                                           a date expected to be no later than 14 days after the satisfaction (or, if  ((6))
                                                                                  applicable, waiver) of Condition 3.1   ("D")
 Last day for dealings in, and for registration of transfers of Augmentum         D+1 Business Day
 Shares
 Disablement of CREST in respect of Augmentum Shares                              6.00 p.m. on D+1 Business Day
 Scheme Record Time                                                               6.00 p.m. on D+1 Business Day
 Suspension of dealings in Augmentum Shares                                       by 7.30 a.m. on D+2 Business Days
 Effective Date of the Scheme                                                     D+2 Business Days
 Cancellation of admission of Augmentum Shares to the Official List of the FCA    by 7.30 a.m. on D+3 Business Days
 and to trading on the London Stock Exchange's Main Market
 Latest date for crediting of CREST accounts and despatch of cheques for cash     14 days after the Effective Date
 consideration due under the Scheme
 Long Stop Date                                                                   31 August 2026                                                              ((7))

 

Notes:

(1)              The dates and times given are indicative only
and are based on Augmentum's current expectations and may be subject to change
(including as a result of changes to the timetable for fulfilment of the
regulatory approvals and changes to the Court timetable). If any of the times
or dates above change, the revised times and dates will be notified to
Augmentum Shareholders by announcement through a Regulatory Information
Service.

(2)              It is requested that the BLUE Form of Proxy for
the Court Meeting be lodged not later than 48 hours prior to the time
appointed for the Court Meeting or, if the Court Meeting is adjourned, the
time fixed for any adjourned Court Meeting (excluding any part of such 48 hour
period falling on a non-working day). If the BLUE Form of Proxy is not lodged
by this time, it may be emailed to externalproxyqueries@computershare.co.uk
(mailto:externalproxyqueries@computershare.co.uk) any time prior to the
commencement of the Court Meeting.

(3)              In order to be valid, the WHITE Forms of Proxy
for the General Meeting must be received by 10.15 a.m. on 13 April 2026 or, if
the General Meeting is adjourned, 48 hours prior to the time fixed for the
adjourned General Meeting (excluding any part of such 48 hour period falling
on a non-working day).

(4)              Only those Augmentum Shareholders registered on
the Register as at 6.30 p.m. on 13 April 2026 will be entitled to vote at the
Meetings. If either Meeting is adjourned, the Voting Record Time for the
adjourned Meeting will be 48 hours (excluding non-working days) before the
date set for the adjourned Meeting.

(5)              To commence at the time fixed or, if later,
immediately after the conclusion or adjournment of the Court Meeting.

(6)              The Court Sanction Hearing to sanction the
Scheme is to be held on such date as Augmentum and BidCo may agree and the
Court may allow.

(7)              This is the latest date by which the Scheme may
become Effective unless Augmentum and BidCo agree, and (if required) the Court
and the Takeover Panel allow, a later date.

 

 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

+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.

Issued Share Capital

In accordance with Rule 2.9 of the Takeover Code, Augmentum confirms that, as
at the Latest Practicable Date (being 19 March 2026), it had in issue
181,013,697 ordinary shares of £0.01 each ("Augmentum Shares"), of which
13,732,795 are held in treasury. The total number of Augmentum Shares in issue
with voting rights and held outside treasury is, therefore, 167,280,902. The
ISIN of the Augmentum Shares is GB00BG12XV81. The LEI of Augmentum is
213800OTQ44T55518S71.

Important Notices

The Acquisition is subject to the Conditions and to the further terms and
conditions set out in the Scheme Document. The Acquisition is being made
solely through the Scheme Document, which contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the Acquisition. Any vote in relation to the Acquisition should be made only
on the basis of the information contained in the Scheme Document. Augmentum
Shareholders are advised to read the Scheme Document carefully, once received.

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.

The Acquisition is being made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, any document by
which the Takeover Offer is made) which, together with the Forms of Proxy (or
forms of acceptance, if applicable), contain the full terms and conditions of
the Acquisition, including details of how to vote in respect of the
resolutions proposed in connection with the Acquisition. Any vote, approval,
decision in respect of, or other response to, the Acquisition should be made
only on the basis of the information contained in the Scheme Document (or if
the Acquisition is to be implemented by way of a Takeover Offer, the offer
document).

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and the
release of this announcement will not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.

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.

Augmentum Shareholders should not make any investment decision in relation to
the Acquisition except on the basis of the Scheme Document (or if the
Acquisition is to be implemented by way of a Takeover Offer, the offer
document). Augmentum and BidCo urge Augmentum Shareholders to read the Scheme
Document in full when it becomes available because it will contain important
information relating to the Acquisition.

This announcement does not constitute a prospectus or prospectus equivalent
document.

No person should construe the contents of this announcement as legal,
financial or tax advice. If you are in any doubt about the contents of this
announcement or the action you should take, you are recommended to seek your
own independent financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or from an independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom, or another
appropriately authorised independent financial adviser, if you are in a
territory outside the United Kingdom.

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.
(http://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/ (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.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by Augmentum Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Augmentum may be
provided to BidCo during the Offer Period as requested under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

Publication on website and availability of hard copies

A copy of this announcement and the Scheme Document (together with all other
documents required to be published pursuant to Rule 26 of the Takeover Code)
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
(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 these websites and any websites accessible
from hyperlinks on these websites are not incorporated into and do not form
part of this announcement.

Augmentum Shareholders and persons with information rights may request a hard
copy of this announcement by contacting Augmentum's registrar, Computershare
Investor Services PLC, by writing to them at The Pavilions, Bridgwater Road,
Bristol BS99 6ZZ or by calling them on +44 (0)370 707 1469 during business
hours (8.30 a.m. to 5.30 p.m. (London time) Monday to Friday excluding public
holidays in England and Wales). Calls are charged at the standard geographical
rate and rates may vary by provider. Calls from outside the United Kingdom
will be charged at the applicable international rate. Please note that
Computershare cannot provide any financial, legal or tax advice. Calls may be
recorded and monitored for security and training purposes.

Augmentum Shareholders and persons with information rights may also request
that all future documents, announcements and information to be sent to them in
relation to the Acquisition should be sent to them in hard copy form, again by
writing to the address set out above or by calling the telephone number above.
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unless so requested. Such persons may also request that all future documents,
announcements and information in relation to the Acquisition are sent to them
in hard copy form.

 

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