REG - Augmentum Fintech Verdane Freya XII - Results of Court Meeting and General Meeting

Augmentum FintechAnnouncement

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RNS Number : 6196A  Augmentum Fintech PLC  15 April 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

 

15 April 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

 Results of Court Meeting and General Meeting

Introduction

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").

The circular in relation to the Scheme, including notices convening the Court
Meeting and the General Meeting in connection with the Acquisition, was
published on 20 March 2026 (the "Scheme Document"). Capitalised terms used but
not otherwise defined in this announcement shall have the same meanings given
to them in the Scheme Document.

Results of Court Meeting and General Meeting

The Augmentum Directors are pleased to announce that each of the resolutions
posed at the Court Meeting and the General Meeting held earlier today in
connection with the Acquisition were approved by the requisite majorities. In
particular:

·      the requisite majority of Scheme Shareholders voted (either in
person or by proxy) in favour of the resolution to approve the Scheme at the
Court Meeting; and

·      the requisite majority of Augmentum Shareholders voted (either in
person or by proxy) to pass the Resolutions at the General Meeting to approve
the implementation of the Scheme and, subject to the Scheme becoming
Effective, re-register the Company as a private limited company.

Details of the resolutions passed at the Meetings are set out in the notices
of the Court Meeting and the General Meeting contained in Parts 10 and 11
(respectively) of the Scheme Document which is available on Augmentum's
website, https://augmentum.vc/investors/offer/
(https://augmentum.vc/investors/offer/) .

Total Voting Rights at the Voting Record Time

The total number of Augmentum Shares in issue and with voting rights at the
Voting Record Time was 167,280,902. The ISIN of the Augmentum Shares is
GB00BG12XV81. The LEI of Augmentum is 213800OTQ44T55518S71.

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting held
on 15 April 2026. Each Scheme Shareholder present (in person or by proxy) was
entitled to one vote per Scheme Share held at the Voting Record Time.

 

         Present and Voting                                                                 FOR                                                                          AGAINST
         Number of Scheme Shareholders who voted((2))  Total number of Scheme Shares Voted  Number of Scheme Shareholders who voted((2))  Number of Scheme Shares voted  Number of Scheme Shareholders who voted((2))  Number of Scheme Shares voted
 TOTAL   80                                            57,232,871                           73                                            54,164,300                     18                                            3,068,571
 %((1))                                                                                     91.25%                                        94.64%                         22.50%                                        5.36%

 

(1)All percentages rounded to two decimal places.

(2) Where a Scheme Shareholder has cast some of their votes "for" and some of
their votes "against" the resolution, such Scheme Shareholder has been counted
as having voted both "for" and "against" the resolution for the purposes of
determining the number of Scheme Shareholders who voted, with the total number
of Scheme Shareholders who voted being adjusted accordingly.

 

Voting results of the General Meeting

The table below sets out the results cast at the General Meeting. Each
Augmentum Shareholder present (either in person or by proxy) was entitled to
one vote per Augmentum Share held at the Voting Record Time.

 

 Resolution  Votes for   %       Votes against  %      Withheld
 1           49,765,149  93.65%  3,376,748      6.35%  474,243
 2           50,032,947  94.22%  3,071,776      5.78%  511,417

 

 

 

( )

(1) All percentages rounded to two decimal places.

(2) A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' or 'Against' the resolution.

Update on Conditions

The outcome of the Court Meeting and General Meeting means that Conditions 2.1
and 2.3 (as set out in Part A of Part 4 of the Scheme Document (Conditions of
the Acquisition and certain further terms)) have been satisfied.

 

Expected Timetable

Completion of the Acquisition remains subject to the satisfaction (or, where
applicable, waiver) of the remaining Conditions set out in Part 4 (Conditions
of the Acquisition and certain further terms) of the Scheme Document,
including receipt of regulatory approval by the FCA, the Court's sanction of
the Scheme at the Court Sanction Hearing, the delivery of a copy of the Court
Order to the Registrar of Companies and the Scheme thereby becoming Effective.

Subject to the Scheme becoming Effective, settlement of the cash consideration
due to Augmentum Shareholders is expected to take place within 14 days of the
Effective Date. A further announcement (including an update to the expected
timetable of principal events relating to the Scheme as set out in the Scheme
Document) will be made through the Regulatory News Service of the London Stock
Exchange following the satisfaction of the outstanding Conditions.

 

 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.

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.

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.

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.

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. 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/ (https://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 this website and any websites accessible
from hyperlinks on this website 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.
For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
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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