REG - Verdane Freya XII Augmentum Fintech - Recommended cash offer for Augmentum Fintech plc

Augmentum FintechAnnouncement

Yesterday 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260225:nRSY2595Ua&default-theme=true

RNS Number : 2595U  Verdane Freya XII Investments AB  25 February 2026

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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MARKET ABUSE
REGULATION") AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS
UNDER ARTICLE 17 OF MARKET ABUSE REGULATION. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION
WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

25 February 2026

RECOMMENDED CASH ACQUISITION

of

Augmentum Fintech plc ("Augmentum")

by

Frontier Bidco Limited ("BidCo")

(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

Summary

·           The boards of BidCo and Augmentum are pleased to
announce that they have reached an agreement on the terms of a recommended
cash acquisition pursuant to which BidCo will acquire the entire issued and to
be issued ordinary share capital of Augmentum (the "Acquisition"). The
Acquisition is intended to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act.

Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix 1 to this announcement and to the full
terms and conditions that will be set out in the Scheme Document, Augmentum
Shareholders will be entitled to receive:

for each Scheme Share held: 111.0 pence in cash

(the "Acquisition Price")

·           The Acquisition Price represents:

·           a premium of approximately 27.0 per cent. to the
Closing Price of 87.4 pence per Augmentum Share on 24 February 2026 (being the
last Business Day prior to the date of this announcement); and

·          a premium of approximately 29.6 per cent. to the weighted
average Closing Price of 85.6 pence per Augmentum Share over the three months
to 24 February 2026 (being the last Business Day prior to the date of this
announcement).

·           The Acquisition values the entire issued ordinary share
capital of Augmentum at approximately £185.7 million.

·           The Augmentum Directors unanimously intend to recommend
the Acquisition.

Information on Verdane and BidCo

·           The cash acquisition of Augmentum is being made by
BidCo, a newly established company which is indirectly controlled by Verdane,
in its capacity as manager of Verdane Freya XII Investments AB.

·           Verdane is a specialist growth buyout investment firm
that partners with tech-enabled and sustainable businesses that help to
digitalise and decarbonise the European economy. The flexible mandates of the
funds managed by Verdane allow it to invest as a majority or minority control
investor, replacement or growth capital, in single companies or in portfolios
of companies.

·           Verdane and BidCo believe that Augmentum will be better
able to achieve its growth and valuation aspirations with better access to
capital under BidCo's ownership. Verdane and BidCo believe that under private
ownership there will be greater flexibility to execute and accelerate the
investment strategy with a supportive owner which can help unlock the
potential of the Portfolio.

Unanimous Recommendation from the Augmentum Directors

·           The Augmentum Directors, who have been so advised by
Cavendish as to the financial terms of the Acquisition, unanimously consider
the terms of the Acquisition to be fair and reasonable. In providing its
advice to the Augmentum Directors, Cavendish has taken into account 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 intend unanimously
to recommend that Augmentum Shareholders vote (or, where applicable, procure
votes) in favour of the Proposals.

Irrevocable Undertakings and Letters of Intent

·           Each of the Augmentum Directors who hold or control
Augmentum Shares has given an irrevocable undertaking to vote, or procure a
vote, in favour of the Proposals in respect of a total of, in aggregate,
527,249 Augmentum Shares representing approximately 0.32 per cent. of the
Issued Share Capital on the Latest Practicable Date. These irrevocable
undertakings remain binding in the event of a higher competing offer for
Augmentum.

·           In addition, each of the AFML Directors has given an
irrevocable undertaking to vote, or procure a vote, in favour of the Proposals
in respect of a total of, in aggregate, 2,782,203 Augmentum Shares
representing approximately 1.66 per cent. of the Issued Share Capital on the
Latest Practicable Date. These irrevocable undertakings also remain binding in
the event of a higher competing offer for Augmentum.

·           BidCo has therefore received irrevocable undertakings
in respect of, in aggregate, a total of 3,309,452 Augmentum Shares
representing approximately 1.98 per cent. of the Issued Share Capital on the
Latest Practicable Date.

·           BidCo has also received non-binding letters of intent
to vote in favour of the Proposals from Canaccord and Asset Value in respect
of a total of 12,110,000 Augmentum Shares representing approximately 7.24 per
cent. of the Issued Share Capital on the Latest Practicable Date.

·           Further details of these irrevocable undertakings and
letters of intent are set out in Appendix 3 to this announcement.

Structure, conditions and timetable

·           It is intended that the Acquisition shall be
implemented by means of a scheme of arrangement between Augmentum and
Augmentum Shareholders under Part 26 of the Companies Act, although BidCo
reserves the right to implement the Acquisition by means of a Takeover Offer
(subject to Panel consent and compliance with the Takeover Code, and subject
to the terms of the Co-operation Agreement).

·           The Acquisition is conditional, inter alia, on the
approval of Augmentum Shareholders and receipt by BidCo of approval from the
FCA to the change in control of AFML and, where applicable, Retail Book and is
also subject to the further conditions and terms set out in Appendix 1 to this
announcement (and to the full terms and conditions) (which will be set out in
the Scheme Document).

·           The Acquisition will be put to Augmentum Shareholders
at the Court Meeting and at the General Meeting. In order to become Effective,
the Scheme must be approved by a majority in number of the Augmentum
Shareholders voting at the Court Meeting, either in person or by proxy,
representing at least 75 per cent. in value of the Augmentum Shares voted. In
addition, a special resolution implementing the Scheme must be passed by
Augmentum Shareholders representing at least 75 per cent. of votes cast at the
General Meeting. Following the Court Meeting, the Scheme must also be
sanctioned by the Court.

·           For the purposes of Rule 29.1(d) of the Takeover Code,
a valuation of the Portfolio will be included in the Scheme Document (or, if
applicable, the offer document).

·           The Scheme Document, containing further information
about the Acquisition and notices of the Court Meeting and the General Meeting
will be published as soon as reasonably practicable, and, in any event, within
28 days of this announcement (or such later time as BidCo, Augmentum and the
Panel agree). The Scheme Document will specify the actions to be taken by
Augmentum Shareholders in connection with the Scheme.

·           If, on or after the date of this announcement and on or
prior to the Effective Date, any dividend, distribution, or other return of
value is declared, made, or paid, or becomes payable by Augmentum, BidCo
reserves the right to reduce the Acquisition Price by an amount up to the
amount of such dividend, distribution, or other return of value in which case
any references to the Acquisition Price will be deemed to be a reference to
the Acquisition Price as so reduced.

·           The Scheme is currently expected to become Effective
during the second quarter of 2026, subject to the satisfaction or, where
permitted, waiver of the Conditions. An expected timetable of key events
relating to the Acquisition will be set out in the Scheme Document.

Commenting on the Acquisition, William Reeve, Chairman of Augmentum, said:

"Since our IPO in 2018, Augmentum has been at the heart of the UK and European
fintech sectors, backing high-growth companies such as Tide, Zopa, Iwoca,
Cushon and Interactive Investor. However, we recognise that for our
shareholders, this portfolio's potential has not been reflected in Augmentum's
market valuation.

Over several years, we have faced a persistent and widening discount to Net
Asset Value, compounded by low levels of liquidity. This has made it difficult
for shareholders to realise the true value of their holdings or for Augmentum
to raise the capital necessary to support our ambitions.

To address this, the Augmentum Board has run a process to consider a range of
strategic options. We are now recommending the Verdane offer, the best we
received. This offer provides an immediate solution: it offers full liquidity
at a 27.0% premium to the prevailing share price as at the Latest Practicable
Date. By accepting this offer, shareholders can realise value today that the
public markets have been unable to provide, while ensuring our portfolio
companies are able to gain access to the deep capital and expertise of
Verdane, alongside the existing management, for their next chapter."

Commenting on the Acquisition, Moez Gharbi, Partner at Verdane, said:

"We look forward to working with Augmentum's portfolio businesses to help them
continue their growth journey. At Verdane, we're optimistic about the European
fintech sector and see potential in continuing to grow companies in this
space. We have an extensive, proven history of delivering value from
successful portfolio transactions, having completed more than 60 portfolio
acquisitions since 2003."

This summary should be read in conjunction with the full text of this
announcement. The Acquisition will be subject to the Conditions and further
terms set out in Appendix 1 to this announcement and to the full terms and
conditions which will be set out in the Scheme Document. Appendix 2 to this
announcement contains the sources of information and bases of calculations of
certain information contained in this announcement, Appendix 3 contains a
summary of the irrevocable undertakings received in relation to this
Acquisition and Appendix 4 contains definitions of certain expressions used in
this summary and in this announcement.

Enquiries:

 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
 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

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.

Inside Information

This announcement contains inside information as defined in the Market Abuse
Regulation. Upon the publication of this announcement via a Regulatory
Information Service, such inside information will be considered to be in the
public domain.

The person responsible for arranging the release of this announcement on
behalf of Augmentum is William Reeve, Chairman.

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 shall be 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), will 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).

Augmentum and BidCo shall prepare a Scheme Document (or if the Acquisition is
to be implemented by way of a Takeover Offer, the offer document) to be
distributed to Augmentum Shareholders at no cost to them. Augmentum and BidCo
urge Augmentum Shareholders to read the Scheme Document when it becomes
available because it will contain important information relating to the
Acquisition, including details of how to vote in respect of the Scheme.

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 this announcement and
that may be 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.

Forward looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Augmentum, BidCo, any member of the Wider BidCo Group
or any member of the Wider Augmentum Group contain statements which are, or
may be deemed to be, "forward looking statements" about BidCo, Augmentum, the
Wider BidCo Group and/or the Wider Augmentum Group. Such forward looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and on numerous assumptions regarding the
business strategies and the environment in which Augmentum, BidCo or any
member of the Wider BidCo Group or any member of the Wider Augmentum Group
shall operate in the future and are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed or
implied by those statements.

All statements other than statements of historical facts included in this
announcement may be forward-looking statements. In some cases, these forward
looking statements can be identified by the use of forward looking
terminology, including the terms "believes", "estimates", "will look to",
"would look to", "plans", "prepares", "anticipates", "expects", "is expected
to", "is subject to", "budget", "scheduled", "forecasts", "synergy",
"strategy", "goal", "cost-saving", "projects" "intends", "may", "will",
"shall" or "should" or their negatives or other variations or comparable
terminology. Forward-looking statements may include, but are not limited to,
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of BidCo's,
Augmentum's, any member of the Wider BidCo Group's or any member of the Wider
Augmentum Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions and
governmental regulation on BidCo's, Augmentum's, any member of the Wider BidCo
Group's or any member of the Wider Augmentum Group's business.

By their nature, forward-looking statements involve risks and uncertainties
and are made based on certain key assumptions, because they relate to events
and depend on circumstances that shall occur in the future. Many factors could
cause actual results to differ materially from those projected or implied in
any forward-looking statements, including but not limited to the satisfaction
of or failure to satisfy all or any of the conditions to the Acquisition, as
well as additional factors, such as changes in the global, political,
economic, business, competitive, market and regulatory forces, future exchange
and interest rates, changes in tax rates, future business combinations or
disposals, and any epidemic, pandemic or disease outbreak. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions prove incorrect, actual results may differ materially from those
expected, estimated or projected. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the forward-looking
statements. Such forward looking statements should therefore be construed in
the light of such factors.

Neither Augmentum nor BidCo nor any member of the Wider BidCo Group, nor any
member of the Wider Augmentum Group nor any of their respective associates or
directors, officers, members or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this announcement shall actually occur.
Given these risks and uncertainties, potential investors should not place any
reliance on forward looking statements.

The forward-looking statements speak only at the date of this announcement.
All subsequent oral or written forward-looking statements attributable to
BidCo, Augmentum, any member of the Wider BidCo Group or any member of the
Wider Augmentum Group, or any of their respective associates, members,
directors, officers, employees or advisers or any persons acting on their
behalf, are expressly qualified in their entirety by the cautionary statement
above.

Augmentum, BidCo, the Wider Augmentum Group and the Wider BidCo Group
expressly disclaim any obligation to update or revise such statements (or any
other statements) contained in this announcement other than as required by law
or by the rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified financial benefit statement for any period and no
statement in this announcement should be interpreted to mean that earnings or
earnings per share for BidCo, the Wider BidCo Group or Augmentum, as
appropriate, for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share for BidCo,
the Wider BidCo Group or Augmentum, as appropriate.

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 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 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.
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.

Rule 2.9 of the Takeover Code

In accordance with Rule 2.9 of the Takeover Code, as at the Latest Practicable
Date, Augmentum had 181,013,697 Augmentum Shares in issue and admitted to the
Official List of the FCA and admitted to trading on the Main Market of London
Stock Exchange plc. The Company also holds 13,732,795 Augmentum Shares in
treasury and therefore the total number of Augmentum Shares with voting rights
is currently 167,280,902. The International Securities Identification Number
for the Augmentum Shares is GB00BG12XV81. The Legal Entity Identifier (LEI) of
Augmentum is 213800OTQ44T555I8S71.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE

25 February 2026

RECOMMENDED CASH ACQUISITION

of

Augmentum Fintech plc ("Augmentum") by

Frontier Bidco Limited ("BidCo")

(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

1.         Introduction

The boards of BidCo and Augmentum are pleased to announce that they have
reached an agreement on the terms of a recommended cash acquisition pursuant
to which BidCo will acquire the entire issued and to be issued ordinary share
capital of Augmentum (the "Acquisition"). The Acquisition is intended to be
effected by means of a scheme of arrangement under Part 26 of the Companies
Act.

2.         The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix 1 to this announcement and to the full
terms and conditions which will be set out in the Scheme Document, Augmentum
Shareholders will be entitled to receive:

for each Scheme Share: 111.0 pence in cash.

The Acquisition Price represents:

·           a premium of approximately 27.0 per cent. to the
Closing Price of 87.4 pence per Augmentum Share on 24 February 2026 (being the
last Business Day prior to the date of this announcement); and

·           a premium of approximately 29.6 per cent. to the
weighted average Closing Price of 85.6 pence per Augmentum Share over the
three months to 24 February 2026 (being the last Business Day prior to the
date of this announcement).

The Acquisition values the entire issued ordinary share capital of Augmentum
at approximately £185.7 million.

If, on or after the date of this announcement and on or prior to the Effective
Date, any dividend, distribution, or other return of value is declared, made,
or paid, or becomes payable by Augmentum, BidCo reserves the right to reduce
the Acquisition Price by an amount up to the amount of such dividend,
distribution, or other return of value in which case any references to the
Acquisition Price will be deemed to be a reference to the Acquisition Price as
so reduced. In such circumstances, Augmentum Shareholders will be entitled to
retain any such dividend, distribution, or other return of value declared,
made, or paid.

The Scheme Document containing further information about the Acquisition and
the Scheme and notices of the Court Meeting and the General Meeting will be
published as soon as reasonably practicable and, in any event, within 28 days
of this announcement, unless BidCo and Augmentum otherwise agree, and the
Panel consents, to a later date. It is expected that the Court Meeting and the
General Meeting will be held as soon as practicable thereafter, giving the
required notice periods, and that, subject to the satisfaction or (where
relevant) waiver of the Conditions, the Scheme is expected to become Effective
during the second quarter of 2026.

BidCo reserves the right to elect (with the consent of the Panel and in
compliance with the Takeover Code, and subject to the terms of the
Co-operation Agreement) to implement the Acquisition by way of a Takeover
Offer for the Augmentum Shares as an alternative to the Scheme.

3.         Background to and reasons for the Acquisition

Verdane and BidCo believe that the UK market does not, in general, attribute
appropriate value to the assets of listed investment trusts. It is a common
feature of the sector that listed investment trusts trade at a substantial
discount to NAV. This is true of Augmentum, with the Augmentum Shares trading
at a persistent and very significant discount to the last published Augmentum
NAV: 45.2 per cent. as at the Latest Practicable Date and 43.9 per cent. on
average over the three months to the Latest Practicable Date.

Verdane and BidCo believe this enduring discount of both Augmentum and the
listed investment trust sector generally is likely to continue to persist.

In addition, Verdane and BidCo believe that the discount to Augmentum NAV at
which Augmentum Shares trade also prevents Augmentum from raising further
capital to assist in its growth. The very low liquidity in Augmentum Shares
puts further pressure on their price and presents significant difficulties for
Augmentum Shareholders who seek to realise their investment.

Consequently, Verdane and BidCo believe that Augmentum will be better able to
achieve its growth and valuation aspirations with better access to capital
under BidCo's ownership. Verdane and BidCo believe that under private
ownership there will be greater flexibility to execute and accelerate
Augmentum's investment strategy with a supportive owner which can help unlock
the potential of the Portfolio. Verdane is very experienced in creating value
in technology growth investments (including in portfolios of investments), has
access to material financial and other resources and, accordingly, is well
placed to support, finance and positively influence Augmentum and the
Portfolio going forward.

Verdane and BidCo consider that the Acquisition provides a compelling and
immediate liquidity opportunity for all Augmentum Shareholders to realise
their investment in full for cash at a material premium to the current traded
price of an Augmentum Share.

4.         Unanimous recommendation of the Augmentum Board

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 account 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, for the reasons set out below, the Augmentum Directors intend to
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).

5.         Background to and reasons for the Augmentum Board's unanimous recommendation

Background

 

Augmentum Shares were first admitted to trading on the Main Market of the
London Stock Exchange on 13 March 2018 (the "IPO") to provide investors with
exposure to a focused portfolio of fast growing and/or high potential private
fintech businesses based predominantly in the UK and wider Europe. The IPO
raised £94 million, of which £33 million comprised a seed portfolio of five
investments acquired by Augmentum in exchange for a combination of cash and
Augmentum Shares. This seed portfolio had been assembled by the investment
advisory team, led by Tim Levene and Richard Matthews, within a predecessor
partnership vehicle.

 

Performance since IPO

 

Since the IPO, Augmentum has made a total of 29 investments (excluding the
five acquired at the IPO), including into well-known fintech businesses such
as Tide, Iwoca and Zopa, in which it remains invested. Augmentum has also
successfully secured eight exits, including Interactive Investor, Cushon and
Dext. The Augmentum NAV has risen from 99 pence per share at launch to 159.5
pence per share as at 30 September 2025.

 

Up to the beginning of the COVID-19 pandemic, the Augmentum Shares typically
traded at a modest discount or premium to the most recent published
semi-annual NAV. In July 2019, Augmentum was able to raise approximately £26
million of additional equity at a premium of 2.2 per cent. to the prevailing
Augmentum NAV.

 

Whilst the COVID-19 lock-down beginning in March 2020 negatively affected
equity capital markets, impacting the price of an Augmentum Share and widening
its discount to the prevailing Augmentum NAV, market sentiment had improved by
October 2020. At that point, Augmentum was able to raise an additional £28
million at a 3.4 per cent. premium to the then prevailing Augmentum NAV. A
further equity raise of £55 million followed in July 2021 at a 3.9 per cent.
premium to the then prevailing Augmentum NAV.

 

The majority of the proceeds from these fundraisings was deployed into further
investments, in line with Augmentum's investment policy, with Augmentum also
maintaining cash to fund working capital and provide for the flexibility to
make new and/or follow on investments.

 

The Augmentum Directors recognise that the global fintech sector suffered a
significant downturn in sentiment between 2021 and 2023, with valuations
falling and funding volumes declining significantly. The Augmentum Directors
believe that this development had the consequence of limiting exits and
distributions from companies held within the Portfolio (the exit from
Interactive Investor announced in May 2022 being a notable exception). This
constrained the "evergreen" recycling of capital that had been a key reason to
adopt an Investment Company structure on IPO.

 

Current market backdrop

 

Since the first quarter of 2022, the Augmentum Shares have consistently traded
at a substantial discount to the prevailing Augmentum NAV.

 

The Augmentum Directors attribute this sustained discount to a number of
factors that have together: (i) reduced Augmentum Shareholders' appetite to
increase their shareholdings in Augmentum; and (ii) significantly constrained
Augmentum's ability to attract new investors onto its shareholder register.

 

The Augmentum Directors believe the challenges experienced by Augmentum have
impacted the whole listed Investment Companies sector and include:

 

·     liquidity pressures and client outflows or redemptions generally
affecting institutional shareholders of Investment Companies;

·     the aggregation of a number of historic Investment Company
shareholders, especially through the merger of UK discretionary wealth
managers, which has increased minimum market capitalisation thresholds for the
provision of investment approval and research coverage;

·     cost disclosure rules; and

·     the availability of a broad range of alternative investment
opportunities at wide discounts to NAV within the Investment Company universe,
in turn making it harder for investors to justify owning Augmentum Shares at a
price level relative to the Augmentum NAV that would more reasonably reflect
the fair value of Augmentum's assets.

In this environment, Augmentum's focus on unquoted, high-growth fintech
investments, a segment of the market that the Augmentum Directors believe is
characterised both by higher return potential and greater investment risk than
many others, has not found sufficiently broad favour amongst institutional and
wealth management investors.

 

The Augmentum Directors believe that Augmentum is not alone in facing these
headwinds. However, as a relatively small investment trust amongst the
alternative investments sub-sector and one that invests in an asset class with
relatively higher risk, the Augmentum Directors consider that Augmentum has
been particularly affected.

 

Recognising that these market dynamics have significantly limited the
prospects of Augmentum raising further capital for investment, the Augmentum
Board has spent considerable time seeking to address the discount to NAV,
including through share buybacks. The Augmentum Board adopted a programme of
buybacks in January 2022, building on the limited buybacks undertaken during
the COVID-19 pandemic. By March 2025, share purchases had totalled £14
million. In parallel, Augmentum's investment advisory team has also spent
considerable time, energy and innovation looking to increase Augmentum's
appeal to investors. However, these efforts, although being shortlisted for
and winning industry awards for their quality, have been insufficient to
address the scale or persistence of the discount to the Augmentum NAV at which
Augmentum Shares trade.

 

The prolonged duration and substantial size of the discount, which the
Augmentum Directors believe indicates insufficient demand for Augmentum
Shares, has made it clear to the Augmentum Directors that continuing with
business as usual is unlikely to reduce the discount or deliver the returns to
Augmentum Shareholders that they wish to see within a reasonable timeframe.
Put simply, the Augmentum Directors believe that an Investment Company
structure such as Augmentum's is unfortunately no longer a competitive owner
for the Portfolio, and that other pools of capital may be willing to put a
significantly higher valuation on the Portfolio.

 

In contrast and underlining the existence of other, growing pools of capital,
the Augmentum Directors note the relatively buoyant funding market for private
fintech companies, exemplified by funding and debt rounds for names such as
Revolut, Klarna, Tide and Starling.

 

Review of strategic alternatives

 

Against this backdrop, the Augmentum Board has therefore carefully evaluated a
range of strategic alternatives, including:

 

·      whether improved investor sentiment towards Investment Companies
would lead to the discount narrowing over time, and how that improved
sentiment may come about;

·      a partial return of capital to Augmentum Shareholders through
active secondary sales of selected assets or natural realisations;

·      a managed wind-down of Augmentum over a period of two to three
years; and

·      a potential sale of Augmentum.

The Augmentum Board is aware that, to fulfil its true potential as a fintech
investor, Augmentum requires further capital, both to invest in new
opportunities, and also to protect its position by adding to existing
investments as they raise further equity. The Augmentum Directors believe
that, in the long-term, a portfolio of fast-growing businesses is likely to be
of higher value to an owner well-resourced to provide such incremental
capital. That this capital is not currently available from the public markets
has played an important part in the Augmentum Board's review.

 

Having carefully considered the available options, the Augmentum Board
believes that both the partial sale of assets and different forms of wind-down
would expose Augmentum to significant market risks over which the Augmentum
Directors and the Investment Adviser would have limited control. In
particular, the Augmentum Directors believe that placing Augmentum in
wind-down mode could bring with it the risk of challenges to retaining
Augmentum's current investment management team and, at a smaller size, it may
prove difficult and/or costly to attract a suitable alternative. In addition,
a progressively smaller size of the residual Portfolio, with diminishing
diversification, may cause the Augmentum Shares to trade at an even wider
discount to NAV and face an increased proportional burden from its fixed
costs. The Augmentum Board has noted that other Investment Companies across
alternative asset types, including venture/growth capital investing, in
managed wind-down processes or with capital allocation policies aimed at
returning capital to shareholders (or on announcing proposals to adopt such
policies), have continued to trade at wide discounts to NAV.

 

In recent years, given Augmentum's consistent discount relative to the
prevailing Augmentum NAV, the Augmentum Board has considered the views of a
broad range of Augmentum Shareholders who have been clear about the need for
action by the Augmentum Board, including the potential provision of liquidity
at a premium to the prevailing price of an Augmentum Share, even if such an
event were to occur at a value lower than the Augmentum NAV.

 

During 2025, the Augmentum Board, having appointed Cavendish as its Financial
Adviser, commenced a review to explore how best to address this discount,
including the identification of potential acquirers for Augmentum and/or the
Portfolio and/or a significant proportion of the Portfolio. At this time,
Augmentum Shares were trading at a discount of approximately 51 per cent. to
the then latest published Augmentum NAV of 164.3 pence (as at 30 September
2024).

 

Augmentum entered non-disclosure agreements with a number of interested
parties and had constructive discussions that covered both a sale of Augmentum
and the acquisition of the Portfolio or parts of it.

 

Within these conversations, discussions with Verdane commenced regarding a
possible offer for Augmentum. Verdane has undertaken extensive due diligence
on the Portfolio, and after entering negotiations with the Augmentum Board,
has twice improved the value of its proposal.

 

On 2 December 2025, Augmentum announced its results for the six months ended
30 September 2025. The Augmentum NAV as at 30 September 2025 was 159.5 pence.
As at 1 December 2025, being the business day prior to the publication of the
results, Augmentum Shares were trading at a discount of approximately 49 per
cent. to this Augmentum NAV. In the period since the publication of
Augmentum's interim results through to 24 February 2026 (being the Latest
Practicable Date) Augmentum Shares have traded at an average discount of 43.2
per cent. to the 30 September 2025 Augmentum NAV.

 

Reasons for the unanimous recommendation

 

The Augmentum Board considers that the fundamentals of the Portfolio are
strong and believes that, looking forward, the Portfolio will continue to grow
in value as the investee companies' management teams execute on their
strategic plans.

 

However, in considering the terms of the Acquisition and having regard to the
foregoing, the Augmentum Board has also taken into account of:

 

(i)      the Augmentum Group's inability to fund new investments and/or
provide follow on capital to its existing portfolio in scale;

 

(ii)      the expected timeframe for venture investments to achieve their
potential and realise attractive exits;

 

(iii)     the current market for secondary exits in the fintech sector and
the fact that in a wind down / realisation strategy, Augmentum could be seen
as a known seller, potentially challenging its ability to create pricing
power;

 

(iv)     the need for appropriate management incentivisation and staff
retention;

 

(v)     the fact that the existing Investment Adviser management
incentivisation remains uncrystallised and, with the passage of time and a
compounding hurdle rate, all else being equal, may cease to offer sufficient
prospect of payouts to the investment management team; and

 

(vi)     the risks and uncertainties associated with the Portfolio of
venture and growth-stage companies.

 

For the reasons set out, the Augmentum Board does not believe that the current
discount to the Augmentum NAV will be meaningfully reduced in the foreseeable
future without action being taken. The Augmentum Board has carefully
considered the terms of the Acquisition with its advisers and concluded that
it delivers liquidity for Augmentum Shareholders at an attractive price
relative to the market risks and deliverability of executing a partial sale
and return of capital or a managed wind down. It also delivers a definitive
solution to the issues and headwinds outlined.

 

In addition, the Augmentum Directors have also had regard to the ambitions and
substantial financial and other resources of Verdane, which provide the
potential for significant additional capital to be invested in the Portfolio
and the fintech sector as a whole, fundamental reasons for Augmentum's
establishment.

 

In considering the merits of the Acquisition, the Directors have taken into
account that the Acquisition Price represents:

·     a premium of approximately 27.0 per cent. to the Closing Price of
87.4 pence per Augmentum Share on 24 February 2026 (being the last Business
Day prior to the date of this announcement); and

 

·     a premium of approximately 29.6 per cent. to the weighted average
Closing Price of 85.6 pence per Augmentum Share over the three months to 24
February 2026 (being the last Business Day prior to the date of this
announcement).

The Augmentum Directors welcome the comments made by Verdane and BidCo that
they intend to utilise their investment expertise, experience and access to
capital to help optimise the value and liquidity potential of the Portfolio.
Given their sector knowledge and experience of the Portfolio, the Augmentum
Directors also recognise the intentions of Verdane and BidCo to retain the
services of the Investment Adviser, in which Tim Levene and Richard Matthews
are the principal individuals.

 

The Augmentum Directors note the statement by Verdane and BidCo that, working
with the Investment Adviser, they are considering the optimal support and
regulatory structures for the Augmentum Group's ongoing operations following
the Effective Date. The Augmentum Directors also note that the outcome of this
review could lead to the wind down of AFML's operations. Whilst regrettable,
the Augmentum Directors recognise that steps of this nature may be necessary
under new ownership as Verdane and BidCo seek to optimise the most efficient
corporate structure for Augmentum following the Acquisition. The Augmentum
Directors further note that Verdane and BidCo have stated that the ongoing
contractual arrangements and other operational matters will progress on a
business-as-usual basis following the Effective Date, pending the results of
their review. The Augmentum Directors welcome the confirmation from Verdane
and BidCo that they intend to fully safeguard the existing statutory
employment rights of all of Augmentum Group employees.

6.         Irrevocable undertakings and Letters of Intent

Each of the Augmentum Directors who hold or control Augmentum Shares has given
an irrevocable undertaking to vote, or procure a vote, in favour of the
Proposals in respect of, in aggregate, a total of 527,249 Augmentum Shares
representing approximately 0.32 per cent. of the Issued Share Capital on the
Latest Practicable Date. These irrevocable undertakings remain binding in the
event of a higher competing offer for Augmentum.

In addition, each of the AFML Directors has given an irrevocable undertaking
to vote, or procure a vote, in favour of the Proposals in respect of a total
of, in aggregate, 2,782,203 Augmentum Shares representing approximately 1.66
per cent. of the Issued Share Capital on the Latest Practicable Date. These
irrevocable undertakings also remain binding in the event of a higher
competing offer for Augmentum.

BidCo has therefore received irrevocable undertakings in respect of a total of
3,309,452 Augmentum Shares representing, in aggregate, approximately 1.98 per
cent. of the Issued Share Capital on the Latest Practicable Date.

BidCo has also received non-binding letters of intent to vote in favour of the
Proposals from Canaccord and Asset Value in respect of a total of 12,110,000
Augmentum Shares representing approximately 7.24 per cent. of the Issued Share
Capital on the Latest Practicable Date.

Further details of these irrevocable undertakings and the letters of intent
are set out in Appendix 3 to this announcement.

7.         Information on Verdane and BidCo

Information on Verdane

Verdane is a specialist growth buyout investment firm that partners with
tech-enabled and sustainable businesses that help to digitalise and
decarbonise the European economy. The flexible mandates of Verdane funds allow
it to invest as a majority or minority control investor, replacement or growth
capital, in single companies or in portfolios of companies.

 

Verdane has raised over €9 billion in capital, and its funds have made more
than 200 investments in fast-growing businesses since 2003. Verdane is
currently focussed on investing through its new €2 billion Freya XII
investment platform, which closed in September 2025.

 

Verdane's team of over 150 investment professionals and operating experts is
based out of Berlin, Copenhagen, London, Helsinki, Munich, Oslo and Stockholm
and combines deep sector expertise with long-standing local networks and
presence in core European markets.

 

Verdane is also a certified B Corporation, the most ambitious sustainability
accreditation globally. The firm only backs businesses that pass its 2040
test, which indicates whether the company can thrive in a more sustainable
future economy.

 

Verdane is partly owned by the Verdane Foundation, which is focused on two
areas: climate change and more equitable and inclusive local communities.

Information on BidCo

BidCo is a private company limited by shares incorporated and registered in
England & Wales on 23 February 2026 with company number 17047710. BidCo's
registered office is 10 Stratton Street, London, W1J 8LG. BidCo is an
indirectly wholly owned subsidiary of Verdane in its capacity as manager of
Verdane Freya XII Investments AB and was formed for the purposes of
implementing the Acquisition. BidCo has not traded or entered into any
obligations other than in connection with the Acquisition. BidCo has not paid
any dividends or prepared any historic financial statements. In the event that
the Scheme becomes effective, Augmentum will represent all or substantially
all of the earnings, assets and liabilities of BidCo, save for the liabilities
incurred in connection with the Acquisition (if any).

 

Moez Gharbi and Emanuel Johnsson, both of whom are partners at Verdane, are
the directors of BidCo and will remain so in the event that the Scheme becomes
Effective.

8.         Information on Augmentum

Listing on the Main Market of the London Stock Exchange in March 2018,
Augmentum was the UK's first publicly listed investment company focusing
exclusively on the fintech sector. Augmentum's investment approach into the
fintech sector is the provision of patient funding and support, unrestricted
by conventional fund timelines.

 

Augmentum invests in early and later stage fast growing fintech businesses
that the portfolio manager believes demonstrate a technological ability to
disrupt and accelerating innovation within the banking, insurance, asset
management and wider financial services sectors. Augmentum has invested in
over 29 businesses and has secured eight exits since its IPO, including Dext,
Interactive Investor, Cushon and Onfido.

 

Portfolio management is undertaken by AFML, a wholly owned subsidiary of
Augmentum. Following the approval of Augmentum Shareholders in July 2025, AFML
appointed the Investment Adviser as the Company's investment adviser. In
connection with that appointment, the staff of AFML who were engaged in the
provision of investment advice were transitioned from AFML to the Investment
Adviser.

 

As reported in its results for the six-month period ended 30 September 2025,
Augmentum's total NAV as at 30 September 2025 was approximately £282.3
million and its NAV after performance fee was £266.9 million, equating to a
NAV per Augmentum Share after performance fee (the Augmentum NAV) of 159.5
pence. The Scheme Document will contain an independent valuation in respect of
the Portfolio as at 30 September 2025 in accordance with Rule 29 of the
Takeover Code.

9.         Proposed amendments to the Investment Advisory Agreement

If the Scheme becomes Effective, it is intended that BidCo will implement
certain changes to the arrangements currently in place between Augmentum,
Frostrow, AFML and the Investment Adviser pursuant to the Investment Advisory
Agreement. The key terms of the Investment Advisory Agreement are included in
the circular to Augmentum Shareholders, dated 1 July 2025, which can be found
at the following location on the Augmentum corporate website:
https://augmentum.vc/investors.

BidCo has negotiated and entered into a non-binding term sheet with the
Investment Adviser (the "Term Sheet"). It is intended that the Term Sheet will
form the basis of proposed new investment advisory arrangements which will,
Verdane and BidCo believe, more effectively align the interests of the
Investment Adviser with Verdane and BidCo following the Effective Date (the
"New IAA").

Pursuant to the New IAA, it is proposed that AFML will receive an aggregate
advisor fee from Augmentum of up to £7.5 million, to be paid in monthly
instalments over the three years following the Effective Date (the "Advisor
Fees"). AFML will also receive a share of the profits from the sale of
Portfolio investments, subject to certain performance targets having first
been met, of 8 per cent. in relation to existing investments (rising to 12 per
cent. once BidCo has received three times its aggregate investment costs) and
5 per cent. in relation to new investments (the "Profit Share"). AFML will pay
the Advisor Fees and the Profit Share to the Investment Adviser (less relevant
costs and expenses). If, following the Review (as defined in paragraph 10
below), it is decided that AFML does not need to be retained in the corporate
structure (and provided there are no regulatory challenges or objections to
this), the Advisor Fees and the Profit Share will be paid directly by
Augmentum to the Investment Adviser.

 

In the event that either of Tim Levene or Richard Matthews (a "Key Person")
cease to be employed or engaged by AFML, the Investment Adviser or their
respective associates in the three years immediately following the Effective
Date, the Profit Share will be adjusted accordingly depending on whether the
employment of such Key Person was terminated for cause.

Further details of the Term Sheet will be published in the Scheme Document.
Upon the New IAA being entered into, all existing arrangements between
Augmentum and the Investment Adviser will be terminated, including any
outstanding performance fee accrual.

Verdane, BidCo and the Investment Adviser confirm that there are no other
arrangements between them in relation to the Acquisition other than those
summarised in this announcement.

As required by, and solely for the purposes of, Rule 16.2 of the Takeover
Code, Cavendish has reviewed the Term Sheet and confirmed that, in its
opinion, its terms are fair and reasonable, so far as Augmentum Shareholders
are concerned. In providing its advice, Cavendish has taken into account the
commercial assessments of the Augmentum Directors. Cavendish is providing
independent financial advice to Augmentum for the purposes of Rule 3 of the
Takeover Code.

10.       Intentions of BidCo and Verdane for Augmentum

Strategy

Verdane and BidCo recognise the quality and depth of the Portfolio and
following the Effective Date they intend to utilise their experience and
access to capital to optimise the value and liquidity potential of the
Portfolio.

Prior to this announcement, and consistent with market practice, Verdane has
been granted access to the Investment Adviser and certain information on the
Augmentum Group for the purposes of confirmatory due diligence. Verdane and
BidCo, intend to conclude a more detailed investigation of the Augmentum
Group's operations and structure in order to more fully assess strategic and
investment opportunities for the Portfolio and to streamline and simplify the
Augmentum Group's corporate and support functions and regulatory framework
(the "Review").

Board composition and governance arrangements

Verdane and BidCo intend to delist the Augmentum Shares immediately following
the Effective Date. Consequently, Augmentum will not require listed company
governance structures following the Effective Date and it is intended that
each of the Augmentum Directors will step down from the Augmentum Board upon
the Effective Date. Following the Effective Date, it is intended that Moez
Gharbi and Emanuel Johnsson will be appointed to the Augmentum Board as
representatives of Verdane and BidCo.

Employees and pensions

Augmentum itself does not have any direct employees.

Augmentum's wholly owned and FCA authorised subsidiary, AFML, employs a staff
of 6 individuals in operational roles. As part of the Review, Verdane and
BidCo intend to work with the Investment Adviser to determine the optimal
support and regulatory structures for the ongoing operation. The Review may
conclude that neither the services provided by AFML and its employees nor
AFML's regulatory status need to be retained, in which case AFML would be
wound down.

In addition, it is intended that ongoing contractual arrangements and other
operational matters will progress on a business-as-usual basis following the
Effective Date, pending the results of the Review.

Augmentum does not operate any pension schemes nor does it have any
arrangements in place for any Augmentum Group employee involvement in its
share capital.

Verdane and BidCo confirm that they have no intention of making material
changes to the conditions of employment of the Augmentum Group employees and
intends to fully safeguard the existing statutory employment rights of all of
Augmentum Group employees.

Headquarters, fixed assets, research and development

Augmentum's registered office is at 25 Southampton Buildings, London WC2A 1AL.

AFML leases offices at 4 Chiswell Street, London EC1P 4UP, which is the
Augmentum Group's principal place of business and from where the management of
the Portfolio and certain Augmentum Group administrative functions are
undertaken. The lease for these premises is guaranteed by Augmentum. Verdane
and BidCo intends to maintain these premises following the Effective Date.

Augmentum's fixed assets are represented by its Portfolio. Augmentum does not
have a research and development function.

Investment advisory arrangements

As set out in paragraph 9 above, BidCo has entered into the Term Sheet with
the Investment Adviser with the intention of implementing the proposed New IAA
once the Scheme becomes Effective.

Following the Effective Date, and in accordance with the terms of the New IAA,
Tim Levene and Richard Matthews will remain the principal individuals at the
Investment Adviser responsible for providing investment advice on the
Portfolio to Verdane, BidCo and Augmentum. Verdane and BidCo attach great
importance to the skills and experience of Tim Levene and Richard Matthews and
believe they will be key to maximising the success of the Portfolio following
the Effective Date. Tim Levene and Richard Matthews will be supported in their
roles by such staff at the Investment Adviser as are deemed necessary from
time to time.

Listing and trading facilities

It is intended that dealings in, and registration of transfers of, Augmentum
Shares (other than the registration of the transfer of the Scheme Shares to
BidCo pursuant to the Scheme) will be suspended shortly before the Effective
Date at a time to be set out in the Scheme Document. It is further intended
that applications will be made to the London Stock Exchange to cancel trading
in the Augmentum Shares on the London Stock Exchange's Main Market, and to the
FCA to cancel the listing of the Augmentum Shares on the Official List, in
each case with effect from, or shortly following, the Effective Date. Further
details about the de-listing and cancellation of trading of the Augmentum
Shares can be found in paragraph 14 of this announcement.

Post-offer undertakings

No statements in this paragraph 10 are "post-offer undertakings" for the
purposes of Rule 19.5 of the Takeover Code.

11.       Financing

The cash consideration payable by BidCo to Augmentum Shareholders pursuant to
the Acquisition will be funded from equity contributed to BidCo by the Verdane
Funds and Verdane pursuant to the terms of the Equity Commitment Letter.

Houlihan Lokey, in its capacity as financial adviser to BidCo and Verdane, is
satisfied that sufficient resources are available to BidCo to satisfy in full
the cash consideration payable to Augmentum Shareholders pursuant to the terms
of the Acquisition.

12.       Offer-related arrangements

Confidentiality and Standstill Agreement

On 17 September 2025, Verdane and Augmentum entered into a confidentiality
agreement  (the "Confidentiality Agreement") pursuant to which Verdane agreed
to keep confidential information relating to Augmentum and its assets and,
subject to certain exceptions, not to disclose it to third parties (other than
to certain permitted parties) unless required by applicable law or regulation,
or any governmental or competent regulatory authority (including any relevant
securities exchange). Pursuant to the Confidentiality Agreement, Verdane
agreed to certain standstill undertakings which ceased to apply upon the
release of this announcement. The confidentiality obligations remain in force
until the earlier of (i) two years from the date of the Confidentiality
Agreement; and (ii) the date the parties enter into a definitive written
agreement in connection with a potential transaction between Verdane and
Augmentum.

Co-operation Agreement

On 25 February 2026, Augmentum and BidCo entered into a co-operation agreement
in relation to the Acquisition (the "Co-operation Agreement"), pursuant to
which Augmentum and BidCo have, among other things, each agreed to cooperate
in relation to obtaining any approvals, consents, clearances, permissions,
confirmations, comfort letters and/or waivers (including in order to satisfy
the FCA Change in Control Condition) as may be necessary, and the making of
all filings as may be necessary, from or under the law, regulations or
practices applied by any applicable regulatory authority in connection with
the Acquisition.

The Co-operation Agreement will terminate in certain circumstances, including
(without limitation) if, prior to the Long-Stop Date: (i) any Condition has
been invoked by BidCo (where the invocation of the relevant Condition is
permitted by the Panel); (ii) a third party announces a possible or firm
intention to make an offer or revised offer for Augmentum which completes,
becomes effective or is declared or becomes unconditional; (iii) if the
Acquisition is withdrawn, terminated or lapses in accordance with its terms.

13.       Structure of and Conditions to the Acquisition

It is intended that the Acquisition will be implemented by means of a scheme
of arrangement between Augmentum and Augmentum Shareholders under Part 26 of
the Companies Act, although BidCo reserves the right to implement the
Acquisition by means of a Takeover Offer (subject to Panel consent and in
compliance with the Takeover Code, and subject to the terms of the
Co-operation Agreement).

The Scheme of Arrangement is a formal arrangement between Augmentum and its
shareholders, which is governed by the Companies Act. The Scheme of
Arrangement must be approved both by the Augmentum Shareholders and the Court.

If sanctioned, upon becoming Effective, the Scheme will bind all Augmentum
Shareholders (regardless of whether or not they attended, or voted, at the
Court Meeting or the General Meeting (and if they attended and voted, in what
way they voted)). The purpose of the Scheme is to provide for BidCo to become
the holder of the entire issued and to be issued ordinary share capital of
Augmentum as at the Effective Date. This is to be achieved by the transfer of
the Augmentum Shares to BidCo, in consideration for which the Augmentum
Shareholders shall receive the cash consideration on the basis set out in
paragraph 2 of this announcement. The consideration payable under the terms of
the Acquisition will be despatched to Augmentum Shareholders no later than 14
days after the Effective Date.

The Acquisition will be subject to the Conditions and further terms set out
below and in Appendix 1 to this announcement and the full terms and conditions
to be set out in the Scheme Document and will only become Effective, if, among
other things, the following events occur on or before 11.59 p.m. on the
Long-Stop Date:

·           the approval of the Scheme by a majority in number of
the Augmentum Shareholders who are present and vote, whether in person or by
proxy, at the Court Meeting and who represent not less than 75 per cent. in
value of the Augmentum Shares voted by those Augmentum Shareholders;

·           the Resolution(s) required to implement the Scheme
being duly passed by Augmentum Shareholders representing the requisite
majority or majorities of votes cast at the General Meeting (or any
adjournment thereof);

·           the sanction of the Scheme by the Court (with or
without modification but subject to any modification being on terms acceptable
to Augmentum and BidCo); and

·           the delivery of a copy of the Court Order to the
Registrar of Companies.

The Scheme will lapse if:

·           the Court Meeting and the General Meeting are not held
by the 22nd day after the expected date of such meetings to be set out in the
Scheme Document in due course (or such later date as may be (i) agreed between
BidCo and Augmentum or (ii), in a competitive situation, specified by BidCo
with the consent of the Panel);

·           the Court Hearing is not held by the 22nd day after the
expected date of such hearing to be set out in the Scheme Document (or such
later date as may be agreed between BidCo and Augmentum); or

·           the Scheme does not become Effective by no later than
11.59 p.m. on the Long-Stop Date,

provided, however, that the deadlines for the timing of the Court Meeting, the
General Meeting and the Court Hearing as set out above may be waived by BidCo,
and the Long-Stop Date may be extended by agreement between Augmentum and
BidCo with the consent of the Panel and (where relevant) the Court.

Once the necessary approvals from Augmentum Shareholders have been obtained
and the other Conditions have been satisfied or (where applicable) waived, the
Scheme must be sanctioned by the Court (with or without modification but with
any such modification being acceptable to Augmentum and BidCo). The Scheme
will become Effective upon delivery to the Registrar of Companies of a copy of
the Court Order.

Further details of the Scheme, including an indicative timetable for its
implementation, will be set out in the Scheme Document which, together with
the Forms of Proxy, will be published as soon as reasonably practicable and,
in any event, within 28 days of this announcement, unless BidCo and Augmentum
otherwise agree, and the Panel consents, to a later date. It is expected that
the Court Meeting and the General Meeting will be held as soon as practicable
thereafter, giving the required notice periods, and, subject to the
satisfaction or (where relevant) waiver of the Conditions, the Scheme is
expected to become Effective during the second quarter of 2026. The Scheme
Document and Forms of Proxy will be made available to all Augmentum
Shareholders at no charge to them.

14.       De-listing

Prior to the Scheme becoming Effective, Augmentum will make applications for
the cancellation of trading of the Augmentum Shares on the Main Market of the
London Stock Exchange and the admission of the Augmentum Shares to the
Official List, to take effect on or shortly after the Effective Date. The last
day of dealings in Augmentum Shares on the Main Market of the London Stock
Exchange is expected to be the Business Day immediately prior to the Effective
Date and no transfers shall be registered after 6.00 p.m. on that date.

On the Effective Date, Augmentum will become a wholly-owned subsidiary of
BidCo and share certificates in respect of Augmentum Shares shall cease to be
valid and entitlements to Augmentum Shares held within the CREST system shall
be cancelled.

15.       Dividends

If, on or after the date of this announcement and on or prior to the Effective
Date, any dividend, distribution, or other return of value is declared, made
or paid, or becomes payable by Augmentum, BidCo reserves the right to reduce
the Acquisition Price by an amount up to the amount of such dividend,
distribution, or other return of value in which case references to the
Acquisition Price will be deemed to be a reference to the Acquisition Price as
so reduced. In such circumstances, Augmentum Shareholders shall be entitled to
retain any such dividend, distribution, or other return of value declared,
made, or paid.

16.       Disclosure of interests in Augmentum

As at the close of business on the Latest Practicable Date, save as set out in
the irrevocable undertakings referred to in paragraph 6 of this announcement,
neither BidCo or any of its directors, nor, so far as BidCo is aware, any
person acting in concert (within the meaning of the Takeover Code) with it
has: (i) any interest in or right to subscribe for any relevant securities of
Augmentum; (ii) any short positions in respect of relevant Augmentum Shares
(whether conditional or absolute and whether in the money or otherwise),
including any short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery; (iii) any Dealing Arrangement, in relation to Augmentum Shares or in
relation to any securities convertible or exchangeable into Augmentum Shares;
or (iv) borrowed or lent any relevant Augmentum Shares (including, for these
purposes, any financial collateral arrangements of the kind referred to in
Note 3 on Rule 4.6 of the Takeover Code), save for any borrowed shares which
had been either on-lent or sold.

'Interests in securities' for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
shall be treated as having an 'interest' by virtue of the ownership, voting
rights, or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to, securities and 'relevant
securities of Augmentum' are Augmentum Shares or securities convertible or
exchangeable into Augmentum Shares.

17.       General

BidCo reserves the right to elect (with the consent of the Panel and in
compliance with the Takeover Code, and subject to the terms of the
Co-operation Agreement) to implement the Acquisition by way of a Takeover
Offer for the Augmentum Shares as an alternative to the Scheme. In such event,
the Takeover Offer shall be implemented on the same terms, so far as
applicable, as those which would apply to the Scheme, subject to appropriate
amendments, including (without limitation) an acceptance condition set at a
level permitted by the Panel.

The Acquisition will be made subject to the Conditions and further terms set
out in Appendix 1 to this announcement and to be set out in the Scheme
Document. For the purposes of Rule 29.1(d) of the Takeover Code, a valuation
of the Portfolio will be included in the Scheme Document (or, if applicable,
the offer document). The bases and sources of certain financial information
contained in this announcement are set out in Appendix 2 to this announcement.
A summary of the irrevocable undertakings given in relation to the Acquisition
is contained in Appendix 3 to this announcement. Certain terms used in this
announcement are defined in Appendix 4 to this announcement.

Houlihan Lokey and Cavendish have each given and not withdrawn their written
consent to the publication of this announcement with the inclusion herein of
the references to their names in the form and context in which they appear.

18.       Documents available on website

Copies of the following documents, to the extent not already published there,
will be made available on Augmentum's website at
https://augmentum.vc/investors by no later than 12.00 noon on the Business Day
following the date of this announcement until the Effective Date:

·           this announcement;

·           the irrevocable undertakings and letters of intent
referred to in paragraph 6 above and summarised in Appendix 3 to this
announcement;

·           documents relating to the financing of the Acquisition
referred to in paragraph 11 above;

·           the written consent letters from each of Houlihan Lokey
and Cavendish referred to in paragraph 17 above;

·           the Co-operation Agreement referred to in paragraph 12
above; and

·           the Confidentiality Agreement referred to in paragraph
12 above.

The contents of the website referred to in this announcement and any websites
accessible from hyperlinks on this website are not incorporated into and do
not form part of this announcement.

Enquiries:

 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
 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,  + 44 (0)20 7220 0500

 Daniel Balabanoff, Trisyia Jamaludin

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

Inside Information

This announcement contains inside information as defined in the Market Abuse
Regulation. Upon the publication of this announcement via a Regulatory
Information Service, such inside information will be considered to be in the
public domain.

The person responsible for arranging the release of this announcement on
behalf of Augmentum is William Reeve, Chairman.

Important Notices

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, 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 shall be 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), shall 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 shall 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 and BidCo shall prepare the Scheme Document (or if the Acquisition
is to be implemented by way of a Takeover Offer, the offer document) to be
distributed to Augmentum Shareholders. 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 shall 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,
the UK Listing Rules 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 this announcement and
that may be 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.

Forward looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Augmentum, BidCo, any member of the Wider BidCo Group
or any member of the Wider Augmentum Group contain statements which are, or
may be deemed to be, "forward looking statements" about BidCo, Augmentum, the
Wider BidCo Group and/or the Wider Augmentum Group. Such forward looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and on numerous assumptions regarding the
business strategies and the environment in which Augmentum, BidCo or any
member of the Wider BidCo Group or any member of the Wider Augmentum Group
shall operate in the future and are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed or
implied by those statements.

All statements other than statements of historical facts included in this
announcement may be forward-looking statements. In some cases, these forward
looking statements can be identified by the use of forward looking
terminology, including the terms "believes", "estimates", "will look to",
"would look to", "plans", "prepares", "anticipates", "expects", "is expected
to", "is subject to", "budget", "scheduled", "forecasts", "synergy",
"strategy", "goal", "cost-saving", "projects" "intends", "may", "will",
"shall" or "should" or their negatives or other variations or comparable
terminology. Forward-looking statements may include, but are not limited to,
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of BidCo's,
Augmentum's, any member of the Wider BidCo Group's or any member of the Wider
Augmentum Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions and
governmental regulation on BidCo's, Augmentum's, any member of the Wider BidCo
Group's or any member of the Wider Augmentum Group's business.

By their nature, forward-looking statements involve risks and uncertainties
and are made based on certain key assumptions, because they relate to events
and depend on circumstances that shall occur in the future. Many factors could
cause actual results to differ materially from those projected or implied in
any forward-looking statements, including but not limited to the satisfaction
of or failure to satisfy all or any of the conditions to the Acquisition, as
well as additional factors, such as changes in the global, political,
economic, business, competitive, market and regulatory forces, future exchange
and interest rates, changes in tax rates, future business combinations or
disposals, and any epidemic, pandemic or disease outbreak. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions prove incorrect, actual results may differ materially from those
expected, estimated or projected. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the forward-looking
statements. Such forward looking statements should therefore be construed in
the light of such factors.

Neither Augmentum nor BidCo nor any member of the Wider BidCo Group, nor any
member of the Wider Augmentum Group nor any of their respective associates or
directors, officers, members or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this announcement shall actually occur.
Given these risks and uncertainties, potential investors should not place any
reliance on forward looking statements.

The forward-looking statements speak only at the date of this announcement.
All subsequent oral or written forward-looking statements attributable to
BidCo, Augmentum, any member of the Wider BidCo Group or any member of the
Wider Augmentum Group, or any of their respective associates, members,
directors, officers, employees or advisers or any persons acting on their
behalf, are expressly qualified in their entirety by the cautionary statement
above.

Augmentum, BidCo, the Wider Augmentum Group and the Wider BidCo Group
expressly disclaim any obligation to update or revise such statements (or any
other statements) contained in this announcement other than as required by law
or by the rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified financial benefit statement for any period and no
statement in this announcement should be interpreted to mean that earnings or
earnings per share for BidCo, the Wider BidCo Group or Augmentum, as
appropriate, for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share for BidCo,
the Wider BidCo Group or Augmentum, as appropriate.

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. A Dealing Disclosure by a person to whom Rule 8.3(b) 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.

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).

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 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 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.

Rule 2.9 of the Takeover Code

In accordance with Rule 2.9 of the Takeover Code, as at the Latest Practicable
Date, Augmentum had 181,013,697 Augmentum Shares in issue and admitted to the
Official List of the FCA and admitted to trading on the Main Market of London
Stock Exchange plc. The Company also holds 13,732,795 Augmentum Shares in
treasury and therefore the total number of Augmentum Shares with voting rights
is currently 167,280,902. The International Securities Identification Number
for the Augmentum Shares is GB00BG12XV81. The Legal Entity Identifier (LEI) of
Augmentum is 213800OTQ44T555I8S71.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

appendix 1

Conditions to, and further Terms of, the Acquisition and the Scheme

Part A: Conditions to the Scheme and the Acquisition

1.         The Acquisition will be conditional upon the Scheme
becoming unconditional and Effective, subject to the Takeover Code, by no
later than 11.59 p.m. on the Long-Stop Date.

2.         The Scheme will be subject to the following conditions:

2.1       (a)        its approval by a majority in number of the
Scheme Shareholders who are present and vote (and who are entitled to vote),
whether in person or by proxy, at the Court Meeting and who represent 75 per
cent. or more in value of the Scheme Shares voted by those Scheme
Shareholders; and

(b)        such Court Meeting being held on or before the 22nd day
after the expected date of the Court Meeting to be set out in the Scheme
Document in due course (or such later date as (A) may be agreed by BidCo and
Augmentum or (B), in a competitive situation, as may be specified by BidCo
with the consent of the Panel (and, in each case, with the approval of the
Court, if such approval is required));

2.2       (a)        the resolution(s) required to implement the
Scheme being duly passed by the requisite majority or majorities of votes cast
at the General Meeting; and

(b)        such General Meeting being held on or before the 22nd day
after the expected date of the General Meeting to be set out in the Scheme
Document in due course (or such later date as (A) may be agreed by BidCo and
Augmentum or (B), in a competitive situation, as may be specified by BidCo
with the consent of the Panel (and, in each case, with the approval of the
Court, if such approval is required));

(c)        the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms reasonably
acceptable to Augmentum and BidCo);

(d)        the Court Hearing being held on or before the 22nd day after
the expected date of the Court Hearing to be set out in the Scheme Document in
due course (or such later date as (A) may be agreed by BidCo and Augmentum or
(B), in a competitive situation, as may be specified by BidCo with the consent
of the Panel (and, in each case, with the approval of the Court, if such
approval is required)); and

(e)        the delivery of a copy of the Court Order to the Registrar
of Companies for registration.

3.         In addition, subject as stated in Part B below and to the
requirements of the Panel, the Acquisition shall be conditional upon the
following Conditions and, accordingly, the necessary actions to make the
Scheme Effective will not be taken unless such Conditions (as amended if
appropriate) have been satisfied or (where relevant) waived:

General regulatory

(a)        the FCA:

(i)         having given notice in writing in accordance with section
189(4)(a) of FSMA that it has determined to approve unconditionally (and such
approval being in full effect); or

(ii)        having given notice in writing in accordance with sections
189(4)(b)(i) and (7) of FSMA that it has determined to approve subject to
conditions that are satisfactory to BidCo, acting reasonably (and such
approval being in full effect); or

(iii)       being treated, by virtue of section 189(6) of FSMA, as
having approved,

the acquisition or increase of "control" for the purposes of Part XII of FSMA
by BidCo and any other person over AFML and, where applicable, Retail Book
which will arise from the successful completion of the Acquisition;

(b)        the waiver (or non-exercise within any applicable time
limits) by any relevant government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, association, institution, any entity owned or controlled
by any relevant government or state, or any other body or person whatsoever in
any jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider Augmentum Group taken as a whole or in the context of the
Acquisition) arising as a result of or in connection with the Acquisition
including, without limitation, its implementation and financing or the
proposed direct or indirect acquisition of any shares or other securities in,
or control or management of, Augmentum by BidCo or any member of the Wider
BidCo Group;

(c)        all material notifications, filings or applications which
are reasonably deemed necessary or appropriate by BidCo having been made in
connection with the Acquisition and all material statutory or regulatory
obligations in any jurisdiction having been complied with in connection with
the Acquisition or the acquisition by any member of the Wider BidCo Group of
any shares or other securities in, or control of, Augmentum and all
Authorisations, reasonably deemed necessary or appropriate by BidCo or any
member of the Wider BidCo Group for or in respect of the Acquisition
including, without limitation, its implementation and financing or the
proposed direct or indirect acquisition of any shares or other securities in,
or control of, Augmentum or any member of the Wider Augmentum Group by any
member of the Wider BidCo Group having been obtained in terms and in a form
reasonably satisfactory to BidCo from all appropriate Third Parties or persons
with whom any member of the Wider Augmentum Group has entered into contractual
arrangements and all such Authorisations reasonably deemed necessary or
appropriate to carry on the business of any member of the Wider Augmentum
Group which are material in the context of the Wider BidCo Group or the
Augmentum Group as a whole or for or in respect of the Acquisition including,
without limitation, its implementation or financing remaining in full force
and effect and all filings necessary for such purpose having been made and
there being no notice or intimation of any intention to revoke or not to renew
any of the same at the time at which the Acquisition becomes otherwise
unconditional and all necessary statutory or regulatory obligations in any
jurisdiction having been complied with;

(d)        no Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference (and, in each case, not having withdrawn the same), or
having enacted, made or proposed any statute, regulation, decision or order,
or change to published practice or having taken any other step, and there not
continuing to be outstanding any statute, regulation, decision or order, which
in each case would or might reasonably be expected to:

(i)         require, prevent or delay the divestiture, or materially
alter the terms envisaged for any proposed divestiture by any member of the
Wider BidCo Group or any member of the Wider Augmentum Group of all or any
portion of their respective businesses, assets or property or impose any
limitation on the ability of any of them to conduct their respective
businesses (or any of them) or to own any of their respective assets or
properties or any part thereof which, in any such case, is material in the
context of the Wider BidCo Group or the Wider Augmentum Group in either case
taken as a whole or in the context of the Acquisition;

(ii)        require, prevent or delay the divestiture by any member of
the Wider BidCo Group of any shares or other securities in Augmentum;

(iii)       impose any material limitation on, or result in a delay in,
the ability of any member of the Wider BidCo Group directly or indirectly to
acquire or to hold or to exercise effectively any rights of ownership in
respect of shares or loans or other securities convertible into shares or any
other securities (or the equivalent) in any member of the Wider Augmentum
Group or the Wider BidCo Group or to exercise voting or management control
over any such member;

(iv)       otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider BidCo Group or of any member of the Wider
Augmentum Group to an extent which is material in the context of the Wider
BidCo Group or the Wider Augmentum Group in either case taken as a whole or in
the context of the Acquisition;

(v)        make the Acquisition or its implementation or the
Acquisition or proposed Acquisition by BidCo or any member of the Wider BidCo
Group of any shares or other securities in, or control of Augmentum void,
illegal, and/or unenforceable under the laws of any jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit, delay or
otherwise interfere with the same, or impose additional conditions or
obligations with respect thereto;

(vi)       require any member of the Wider BidCo Group or the Wider
Augmentum Group to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the Wider Augmentum Group or the
Wider BidCo Group owned by any third party;

(vii)      impose any material limitation on the ability of any member of
the Wider Augmentum Group to co-ordinate its business, or any part of it, with
the businesses of any other members which is adverse to and material in the
context of the Wider Augmentum Group taken as a whole or in the context of the
Acquisition; or

(viii)      result in any member of the Wider Augmentum Group ceasing to
be able to carry on business under any name under which it presently does so,

(ix)       and all applicable waiting and other time periods (including
any extensions thereof) during which any such Third Party could institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or
reference or any other step under the laws of any jurisdiction in respect of
the Acquisition or the acquisition or proposed acquisition of any Augmentum
Shares having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(e)        save as Disclosed, there being no provision of any
agreement, arrangement, licence, permit or other instrument to which any
member of the Wider Augmentum Group is a party or by or to which any such
member or any of its assets may be bound, entitled or subject, or any
circumstance which in consequence of the Acquisition or the proposed
acquisition of any shares or other securities (or equivalent) in Augmentum or
because of a change in the control or management of Augmentum or otherwise,
could or might result in any of the following to an extent which is material
and adverse in the context of the Wider Augmentum Group, or the Wider BidCo
Group, in either case taken as a whole, or in the context of the Acquisition:

(i)         any moneys borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any such member,
being or becoming repayable or capable of being declared repayable immediately
or earlier than their or its stated maturity date or repayment date or the
ability of any such member to borrow moneys or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;

(ii)        any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or adversely modified or affected or any
obligation or liability arising or any action being taken or arising
thereunder;

(iii)       any asset or interest of any such member being or failing to
be disposed of or charged or ceasing to be available to any such member or any
right arising under which any such asset or interest could be required to be
disposed of or charged or could cease to be available to any such member
otherwise than in the ordinary course of business;

(iv)       the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interest of any such member;

(v)        the rights, liabilities, obligations or interests of any
such member, or the business of any such member with, any person, firm,
company or body (or any arrangement or arrangements relating to any such
interest or business) being terminated, adversely modified or affected;

(vi)       the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;

(vii)      any such member ceasing to be able to carry on business under
any name under which it presently does so; or

(viii)      the creation or acceleration of any liability, actual or
contingent, by any such member (including any material tax liability or any
obligation to obtain or acquire any material authorisation, order, grant,
recognition, determination, confirmation, consent, licence, clearance,
permission, exemption, approval, notice, waiver, concession, agreement or
exemption from any Third Party or any person) other than trade creditors or
other liabilities incurred in the ordinary course of business or in connection
with the Acquisition,

and, save as Disclosed, no event having occurred which, under any provision of
any agreement, arrangement, licence, permit or other instrument to which any
member of the Wider Augmentum Group is a party or by or to which any such
member or any of its assets may be bound, entitled or subject, would or might
reasonably be expected to result in any of the events or circumstances as are
referred to in sub-paragraphs (i) to (viii) of this Condition;

Certain events occurring since 31 March 2025

(f)        save as Disclosed, no member of the Wider Augmentum Group
having since 31 March 2025:

(i)         save as between Augmentum and its wholly-owned
subsidiaries of Augmentum, issued or agreed to issue, authorised or proposed
the issue of additional shares of any class;

(ii)        save as between Augmentum and wholly-owned subsidiaries of
Augmentum, issued or agreed to issue, authorised or proposed the issue of
securities convertible into shares of any class or rights, warrants or options
to subscribe for, or acquire, any such shares or convertible securities;

(iii)       other than to another member of the Augmentum Group, prior
to completion of the Acquisition, recommended, declared, paid or made any
dividend or other distribution payable in cash or otherwise or made any bonus
issue;

(iv)       save for intra-Augmentum Group transactions, merged or
demerged with any body corporate or acquired or disposed of or transferred,
mortgaged or charged or created any security interest over any assets or any
right, title or interest in any asset (including shares and trade investments)
or authorised or proposed or announced any intention to propose any merger,
demerger, disposal, transfer, mortgage, charge or security interest, in each
case, other than in the ordinary course of business and, in each case, to the
extent which is material in the context of the Wider Augmentum Group taken as
a whole or in the context of the Acquisition;

(v)        save for intra-Augmentum Group transactions, made or
authorised or proposed or announced an intention to propose any change in its
loan capital in each case, to the extent which is material in the context of
the Wider Augmentum Group taken as a whole or in the context of the
Acquisition;

(vi)       issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save for intra-Augmentum Group
transactions), save in the ordinary course of business, incurred or increased
any indebtedness or become subject to any contingent liability;

(vii)      purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraphs (i) or (ii)
above, made any other change to any part of its share capital in each case, to
the extent which is material in the context of the Wider Augmentum Group taken
as a whole or in the context of the Acquisition;

(viii)      save for intra-Augmentum Group transactions, implemented, or
authorised, proposed or announced its intention to implement, any
reconstruction, merger, demerger, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business;

(ix)       entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude or which involves or could
involve an obligation of such a nature or magnitude other than in the ordinary
course of business, in each case, to the extent which is material in the
context of the Wider Augmentum Group taken as a whole or in the context of the
Acquisition;

(x)        (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or steps or had any
legal proceedings started or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its winding-up,
dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, manager, trustee or similar officer of
all or any part of its assets or revenues or any analogous proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction or had any
such person appointed, in each case, to the extent which is material in the
context of the Wider Augmentum Group taken as a whole or in the context of the
Acquisition;

(xi)       entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the Wider Augmentum
Group or the Wider BidCo Group other than of a nature and extent which is
normal in the context of the business concerned;

(xii)      waived or compromised any claim otherwise than in the ordinary
course of business which is material in the context of the Wider Augmentum
Group taken as a whole or in the context of the Acquisition;

(xiii)      made any material alteration to its memorandum or articles of
association or other incorporation documents;

(xiv)     been unable, or admitted in writing that it is unable, to pay
its debts or commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business;

(xv)      entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or
announced any intention to, or proposed to, effect any of the transactions,
matters or events referred to in this Condition (f);

(xvi)     proposed, agreed to provide or modified the terms of any benefit
constituting a material change relating to the employment or termination of
employment of a material category of persons employed by the Wider Augmentum
Group or which constitutes a material change to the terms or conditions of
employment of any senior employee of the Wider Augmentum Group, save as agreed
by the Panel (if required) and by BidCo, or entered into or changed the terms
of any contract with any director or senior executive;

(xvii)     taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of
Augmentum Shareholders in general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Takeover Code;

(xviii)    entered into or varied in a material way the terms of, any
contracts, agreement or arrangement with any of the directors or senior
executives of any members of the Wider Augmentum Group; or

(xix)     waived or compromised any claim which is material in the context
of the Wider Augmentum Group taken as a whole or in the context of the
Acquisition, otherwise than in the ordinary course;

No adverse change, litigation, regulatory enquiry or similar

(g)        except as Disclosed, since 31 March 2025 there having been:

(i)         no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Augmentum Group which, in
any such case, is material in the context of the Wider Augmentum Group taken
as a whole or in the context of the Acquisition and no circumstances having
arisen which would or might reasonably be expected to result in such adverse
change or deterioration;

(ii)        no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Augmentum Group is or
may become a party (whether as a plaintiff, defendant or otherwise) and no
enquiry, review or investigation by, or complaint or reference to, any Third
Party or other investigative body against or in respect of any member of the
Wider Augmentum Group having been instituted, announced, implemented or
threatened by or against or remaining outstanding in respect of any member of
the Wider Augmentum Group which in any such case has had or might reasonably
be expected to have a material adverse effect on the Wider Augmentum Group
taken as a whole or in the context of the Acquisition;

(iii)       no contingent or other liability of any member of the Wider
Augmentum Group having arisen or become apparent to BidCo or increased which
has had or might reasonably be expected to have a material adverse effect on
the Wider Augmentum Group taken as a whole or in the context of the
Acquisition;

(iv)       no enquiry or investigation by, or complaint or reference to,
any Third Party having been threatened, announced, implemented, instituted by
or remaining outstanding against or in respect of any member by or the Wider
Augmentum Group which in any case is material in the context of the Wider
Augmentum Group taken as a whole;

(v)        no member of the Wider Augmentum Group having conducted its
business in breach of any applicable laws and regulations and which is
material in the context of the Wider Augmentum Group as a whole or in the
context of the Acquisition; and

(vi)       no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence or permit
held by any member of the Wider Augmentum Group which is necessary for the
proper carrying on of its business and the withdrawal, cancellation,
termination or modification of which has had, or would reasonably be expected
to have, an adverse effect which is material in the context of the Wider
Augmentum Group taken as a whole or in the context of the Acquisition;

No discovery of certain matters

(h)        save as Disclosed, BidCo not having discovered:

(i)         that any financial, business or other information
concerning the Wider Augmentum Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider Augmentum
Group is materially misleading, contains a material misrepresentation of fact
or omits to state a fact necessary to make that information not misleading and
which was not subsequently corrected before the date of this announcement by
disclosure either publicly or otherwise to BidCo or its professional advisers,
in each case, to the extent which is material in the context of the Wider
Augmentum Group taken as a whole or in the context of the Acquisition; or

(ii)        that any member of the Wider Augmentum Group or
partnership, company or other entity in which any member of the Wider
Augmentum Group has a significant economic interest and which is not a
subsidiary undertaking of Augmentum, is subject to any liability (contingent
or otherwise) which is not Disclosed, in each case, to the extent which is
material in the context of the Wider Augmentum Group taken as a whole or in
the context of the Acquisition;

(i)         any information which affects the import of any
information disclosed at any time by or on behalf of any member of the Wider
Augmentum Group and which is material in the context of the Wider Augmentum
Group taken as a whole or in the context of the Acquisition;

Anti-corruption and sanctions

(j)         save as Disclosed, BidCo not having discovered that:

(i)         (A) any past or present member, director, officer or
employee of the Wider Augmentum Group is or has at any time engaged in any
activity, practice or conduct which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption or anti-bribery law, rule or regulation or any
other applicable law, rule, or regulation concerning improper payments or
kickbacks or (B) any person that performs or has performed services for or on
behalf of the Wider Augmentum Group is or has at any time engaged in any
activity, practice or conduct in connection with the performance of such
services which would constitute an offence under the Bribery Act 2010, the US
Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption
or anti-bribery law, rule or regulation or any other applicable law, rule, or
regulation concerning improper payments or kickbacks; or

(ii)        any asset of any member of the Wider Augmentum Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds
of crime under any other applicable law, rule, or regulation concerning money
laundering or proceeds of crime or any member of the Wider Augmentum Group is
found to have engaged in activities constituting money laundering under any
applicable law, rule, or regulation concerning money laundering; or

(iii)       any past or present member, director, officer or employee of
the Wider Augmentum Group, or any other person for whom any such person may be
liable or responsible, is or has engaged in any conduct which would violate
applicable economic sanctions or dealt with, made any investments in, made any
funds or assets available to or received any funds or assets from:

(A)       any government, entity or individual in respect of which US,
UK or European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources, by US, UK or European Union laws
or regulations, including the economic sanctions administered by the United
States Office of Foreign Assets Control, or HMRC; or

(B)       any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states, save that this shall
not apply if and to the extent that it is or would be unenforceable by reason
of breach of any applicable Blocking Law; or

(iv)       any past or present member, director, officer or employee of
the Wider Augmentum Group, or any other person for whom any such person may be
liable or responsible:

(A)       has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
U.S. Anti-Terrorism Act;

(B)       has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;

(C)       has engaged in conduct which would violate any relevant laws,
rules, or regulations concerning human rights, including but not limited to
any law, rule, or regulation concerning false imprisonment, torture or other
cruel and unusual punishment, or child labour; or

(D)       is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any government, governmental instrumentality, or
international organization or found to have violated any applicable law, rule,
or regulation concerning government contracting or public procurement; or

(E)       any member of the Wider Augmentum Group is or has been engaged
in any transaction which would cause BidCo to be in breach of any law or
regulation upon its acquisition of Augmentum, including but not limited to the
economic sanctions of the United States Office of Foreign Assets Control, or
HMRC, or any other relevant government authority.

Part B: Certain further terms of the Acquisition

1.         Subject to the requirements of the Panel and the Takeover
Code, BidCo reserves the right, in its sole discretion, to waive, in whole or
in part, all or any of the Conditions set out in Part A of Appendix 1 above,
except Conditions 2.1(a), 2.2(a), 2.3(a) and 2.3(c), which cannot be waived.
If any of Conditions 2.1(b), 2.2(b), and 2.3(b) in Part A of Appendix 1 above
is not satisfied by the relevant deadline specified in the relevant Condition,
BidCo shall make an announcement by 8.00 a.m. on the Business Day following
such deadline confirming whether it has invoked the relevant Condition, waived
the relevant deadlines, or agreed with Augmentum (or, in a competitive
situation, with the consent of the Panel) to extend the relevant deadline.

2.         If BidCo is required by the Panel to make an offer for
Augmentum Shares under the provisions of Rule 9 of the Takeover Code, BidCo
may make such alterations to any of the above Conditions and terms of the
Acquisition as are necessary to comply with the provisions of that Rule.

3.         BidCo shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as fulfilled any
of the Conditions in Part A of Appendix 1 above that are capable of waiver by
a date earlier than the latest date for the fulfilment or waiver of that
Condition notwithstanding that the other Conditions of the Acquisition may at
such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such Conditions may not
be capable of satisfaction or fulfilment.

4.         Under Rule 13.5(a) of the Takeover Code and subject to
paragraph 5 below, BidCo may only invoke a Condition so as to cause the
Acquisition not to proceed, to lapse, or to be withdrawn with the consent of
the Panel. The Panel shall normally only give its consent if the circumstances
which give rise to the right to invoke the Condition are of material
significance to BidCo in the context of the Acquisition. This shall be judged
by reference to the facts of each case at the time that the relevant
circumstances arise.

5.         Condition 1 (subject to Rule 12 of the Takeover Code),
Conditions 2.1, 2.2 and 2.3 in Part A of Appendix 1 above, and, if applicable,
any acceptance condition if the Acquisition is implemented by means of a
Takeover Offer, are not subject to Rule 13.5(a) of the Takeover Code.

6.         Any Condition that is subject to Rule 13.5(a) of the
Takeover Code may be waived by BidCo.

7.         The Augmentum Shares acquired under the Acquisition shall
be acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third party rights
and interests of any nature and together with all rights now or hereafter
attaching or accruing to them, including, without limitation, voting rights
and the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid, or any other return of value
(whether by reduction of share capital or share premium account or otherwise)
made on or after the Effective Date.

8.         If, on or after the date of this announcement and prior to
or on the Effective Date, any dividend, distribution or other return of value
is declared, paid or made, or becomes payable by Augmentum, BidCo reserves the
right to (without prejudice to any right of BidCo, with the consent of the
Panel, to invoke Condition 3(e)(ii) in Part A of Appendix 1 above) reduce the
consideration payable under the Acquisition to reflect the aggregate amount of
such dividend, distribution, or other return of value. In such circumstances,
Augmentum Shareholders shall be entitled to retain any such dividend,
distribution, or other return of value declared, made, or paid.

9.         If on or after the date of this announcement, and to the
extent that any such dividend, distribution or other return of value has been
declared, paid, or made, or becomes payable by Augmentum on or prior to the
Effective Date and BidCo exercises its rights under Condition 8 of Part B of
Appendix 1 above to reduce the consideration payable under the terms of the
Acquisition, any reference in this announcement to the consideration payable
under the terms of the Acquisition shall be deemed to be a reference to the
consideration as so reduced.

10.       If and to the extent that such a dividend, distribution, or
other return of value has been declared or announced, but not paid or made, or
is not payable by reference to a record date on or prior to the Effective Date
and is or shall be (i) transferred pursuant to the Acquisition on a basis
which entitles BidCo to receive the dividend, distribution, or other return of
value and to retain it; or (ii) cancelled, the consideration payable under the
terms of the Acquisition shall not be subject to change in accordance with
this paragraph 10.

11.       BidCo shall also be entitled to reduce the consideration
payable under the Acquisition in such circumstances as are, and by such amount
as is, permitted by the Panel.

12.       Any exercise by BidCo of its rights referred to in this
paragraph 12 shall be the subject of an announcement and, for the avoidance of
doubt, shall not be regarded as constituting any revision or variation of the
Acquisition.

13.       BidCo reserves the right to elect (with the consent of the
Panel and in compliance with the Takeover Code and subject to the terms of the
Co-operation Agreement) to implement the Acquisition by way of a Takeover
Offer for the Augmentum Shares as an alternative to the Scheme. In such event,
the Takeover Offer shall be implemented on the same terms, so far as
applicable as those which would apply to the Scheme, subject to appropriate
amendments, including (without limitation) an acceptance condition set at a
level permitted by the Panel. Further, if sufficient acceptances of such offer
are received and/or sufficient Augmentum Shares are otherwise acquired, it is
the intention of BidCo to apply the provisions of the Companies Act to acquire
compulsorily any outstanding Augmentum Shares to which such offer relates.

14.       The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.

15.       The Acquisition is not being made, directly or indirectly, in,
into or from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, email or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of, any
jurisdiction where to do so would violate the laws of that jurisdiction.

16.       The Acquisition and the Scheme are governed by English law and
are subject to the jurisdiction of the Court and to the Conditions and further
terms set out in this Appendix 1 and to be set out in the Scheme Document. The
Acquisition shall be subject to the applicable requirements of the Companies
Act, the Court, the Takeover Code, the UK Listing Rules, the Panel, the London
Stock Exchange and the Financial Conduct Authority.

17.       Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.

appendix 2

Sources of Information and Bases of Calculation

1.         All references to Augmentum Shares are to Augmentum
ordinary shares of £0.01 each.

2.         On 24 February 2026 (being the Latest Practicable Date),
there were 181,013,697 Augmentum Shares in issue, including 13,732,795
Augmentum Shares held in treasury. Therefore, the total number of ordinary
shares in issue with voting rights is 167,280,902. Augmentum has not issued or
granted any options or other rights to subscribe for shares or other
securities in Augmentum.

3.         Any references to the issued share capital of Augmentum are
based on the 167,280,902 Augmentum Shares held outside of treasury referred to
in paragraph 2 above.

4.         The value of the Acquisition based on the Acquisition Price
of 111.0 pence per Augmentum Share is calculated on the basis of the issued
share capital of Augmentum (as set out in paragraph 3 above).

5.         The Closing Prices on 24 February 2026, the three months
ended 24 February 2026, and 30 September 2025 are taken from the Daily
Official List.

6.         Certain figures included in this announcement have been
subject to rounding adjustments.

7.         Unless otherwise stated, the financial information relating
to Augmentum is prepared in accordance with accounting standards applicable in
the United Kingdom and has been extracted or derived (without adjustment) from
the audited consolidated financial statements of Augmentum for the financial
year ended 31 March 2025 or the unaudited results for the six months ended 30
September 2025.

8.         Unless otherwise stated, information relating to the
Augmentum NAV has been sourced from Augmentum's interim financial results for
the six month period ending 30 September 2025 and refers to the NAV per share
after performance fees.

9.         Unless otherwise stated, all information relating to
Augmentum, including information on the Portfolio and the abovementioned
financial information, has been extracted without material adjustment from
such sources and/or provided by persons duly authorised by Augmentum,
including the AFML Directors.

appendix 3

Irrevocable Undertakings and Letters of Intent

The following holders or controllers of Augmentum Shares have given
irrevocable undertakings or Letters of Intent to vote in favour of the Scheme
at the Court Meeting and the Resolution(s) to be proposed at the General
Meeting and, if BidCo exercises its right to implement the Acquisition by way
of a Takeover Offer, to accept or procure acceptance of such offer:

Part A: The Augmentum Directors and AFML Directors irrevocable undertakings

 Name of Augmentum Director or AFML Director giving undertaking  Number of Augmentum Shares in respect of which undertaking is given  Percentage of the  Issued Share Capital as at the Latest Practicable Date
 William Reeve                                                                    124,000                                                         0.07%
 Karen Brade                                                     39,019                                                               0.02%

 David Haysey                                                     94,230                                                              0.06%
 Sir William Russell                                                               270,000                                            0.16%
 Tim Levene((1))                                                                2,274,203                                             1.36%
 Richard Matthews((1))                                           508,000                                                              0.30%
 TOTAL                                                           3,309,452                                                            1.98%

(1)   Director of AFML

These irrevocable undertakings will cease to be binding if:

·           if the Scheme Document has not been posted within 28
days of the issue of this announcement (or within such longer period as BidCo,
with the consent of the Panel, determines) and no new, revised or replacement
offer or Offer is announced in accordance with Rule 2.7 of the Takeover Code
at the same time; or

·           the Acquisition (whether implemented by way of a Scheme
or Takeover Offer) is withdrawn or lapses in accordance with its terms, or, in
the case of a Scheme fails to be sanctioned by the court and/or approved by
Augmentum shareholders at the General Meeting or Court Meeting and no new,
revised or replacement offer is announced in accordance with Rule 2.7 of the
Takeover Code within 10 days after any such lapse.

Part B: Letters of Intent

BidCo has received non-binding letters of intent to vote in favour of the
Proposals from Canaccord and Asset Value in respect of a total of 12,110,000
Augmentum Shares representing approximately 7.24 per cent. of the Issued Share
Capital on the Latest Practicable Date.

A copy of each of the irrevocable undertakings and letters of intent will be
available on Augmentum's website at https://augmentum.vc/investors by no later
than 12 noon (London time) on the Business Day following this announcement.

appendix 4

Definitions

The following definitions apply throughout this announcement unless the
context requires otherwise:

 "Acquisition"                                 the recommended cash acquisition by BidCo of the entire issued share capital
                                               of Augmentum to be implemented by means of the Scheme (or by way of Takeover
                                               Offer under certain circumstances described in this announcement) and, where
                                               the context admits, any subsequent revision, variation, extension or renewal
                                               thereof
 "Acquisition Price"                           111.0 pence per Augmentum Share
 "AFML"                                        Augmentum Fintech Management Limited, a company incorporated in England and
                                               Wales under company number 11194408 and a wholly owned subsidiary of Augmentum
 "AFML Directors"                              the directors of AFML at the time of this announcement (being Tim Levene and
                                               Richard Matthews) or, where the context so requires, the directors of AFML
                                               from time to time
 "Asset Value"                                 Asset Value Investors Ltd
 "Augmentum"                                   Augmentum Fintech plc
 "Augmentum Directors" or "Augmentum Board"    the directors of Augmentum at the time of this announcement or, where the
                                               context so requires, the directors of Augmentum from time to time
 "Augmentum Group"                             Augmentum and its subsidiary undertakings and, where the context permits, each
                                               of them
 "Augmentum NAV"                               the NAV per Augmentum Share after deduction of accrued performance fees
 "Augmentum Shareholders"                      the holders of Augmentum Shares
 "Augmentum Shares"                            the ordinary shares of £0.01 each in the capital of Augmentum from time to
                                               time
 "Authorisations"                              regulatory authorisations, orders, recognitions, grants, consents,
                                               determinations, clearances, confirmations, certificates, licences,
                                               permissions, exemptions or approvals
 "BidCo"                                       Frontier Bidco Limited, a private company incorporated in England and Wales
                                               with registered number 17047710
 "Blocking Law"                                means (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November
                                               1996, as amended from time to time (or any law or regulation implementing such
                                               Regulation in any member state of the European Union); or (ii) any provision
                                               of Council Regulation (EC) No 2271/1996 of 22 November 1996, as amended from
                                               time to time, as it forms part of UK law by virtue of the European Union
                                               (Withdrawal) Act 2018
 "Business Day"                                a day (other than Saturdays, Sundays and public holidays in the UK) on which
                                               banks are open for business in London
 "Canaccord"                                   Canaccord Genuity Asset Management Limited
 "Cavendish"                                   Cavendish Capital Markets Limited
 "Closing Price"                               the closing middle market price of an Augmentum Share on a particular trading
                                               day as derived from the Daily Official List
 "Companies Act"                               the Companies Act 2006, as amended from time to time
 "Conditions"                                  the conditions to the implementation of the Scheme and the Acquisition, as set
                                               out in Appendix 1 to this announcement and to be set out in the Scheme
                                               Document
 "Confidentiality Agreement"                   the confidentiality agreement dated 17 September 2025 between Verdane and
                                               Augmentum as described in paragraph 12 of this announcement
 "Co-operation Agreement"                      the co-operation agreement dated on or around the date of this announcement
                                               between BidCo and Augmentum relating to, among other things, the
                                               implementation of the Acquisition
 "Court"                                       the High Court of Justice in England and Wales
 "Court Hearing"                               the hearing by the Court of the application to sanction the Scheme under Part
                                               26 of the Companies Act
 "Court Meeting"                               the meeting of Scheme Shareholders to be convened pursuant to an order of the
                                               Court under the Companies Act for the purpose of considering and, if thought
                                               fit, approving the Scheme, including any adjournment thereof, notice of which
                                               is to be contained in the Scheme Document
 "Court Order"                                 the order of the Court sanctioning the Scheme under section 899 of the
                                               Companies Act
 "CREST"                                       the system for the paperless settlement of trades in securities and the
                                               holding of uncertificated securities operated by Euroclear
 "Daily Official List"                         the Daily Official List published by the London Stock Exchange
 "Dealing Arrangement"                         an arrangement of the kind referred to in Note 11(a) on the definition of
                                               acting in concert in the Takeover Code
 "Dealing Disclosure"                          has the same meaning as in Rule 8 of the Takeover Code
 "Disclosed"                                   the information disclosed by, or on behalf of Augmentum:

                                               (a)        in the annual report and accounts of the Augmentum Group for
                                               the financial year ended 31 March 2025;

                                               (b)        in the unaudited results published by Augmentum for the six
                                               months ended 30 September 2025;

                                               (c)        in this announcement;

                                               (d)        in any other announcement to a Regulatory Information
                                               Service by, or on behalf of Augmentum prior to the publication of this
                                               announcement

                                               (e)        as otherwise fairly disclosed to BidCo or its affiliates (or
                                               its or their respective officers, employees, agents or advisers) prior to the
                                               date of this announcement
 "Disclosure Guidance and Transparency Rules"  the disclosure guidance and transparency rules made by the FCA under Part VI
                                               of FSMA
 "Effective"                                   in the context of the Acquisition:

                                               (a)        if the Acquisition is implemented by way of the Scheme, the
                                               Scheme having become effective in accordance with its terms upon the delivery
                                               of a copy of the Court Order to the Registrar of Companies; or

                                               (b)        if the Acquisition is implemented by way of a Takeover
                                               Offer, such Takeover Offer having become or been declared unconditional in all
                                               respects in accordance with the Takeover Code
 "Effective Date"                              the date on which either the Scheme becomes effective in accordance with its
                                               terms or, if BidCo elects, and the Panel consents, to implement the
                                               Acquisition by way of a Takeover Offer, the date on which such Takeover Offer
                                               becomes or is declared unconditional in all respects
 "Equity Commitment Letter"                    the equity commitment letter dated 25 February 2026 between, inter alia,
                                               Verdane and BidCo as described in paragraph 11 of this announcement
 "Euroclear"                                   Euroclear UK & International Limited
 "Excluded Shares"                             any Augmentum Shares at the Scheme Record Time which (if any) are:

                                               (a)        registered in the name of, or beneficially owned by, BidCo
                                               or any other member of the Wider BidCo Group or any of their respective
                                               nominees; or

                                               (b)        held by Augmentum as treasury shares (within the meaning of
                                               the Companies Act),

                                               in each case at the relevant time;
 "FCA" or "Financial Conduct Authority"        the Financial Conduct Authority or any successor regulatory body
 "FCA Change in Control Condition"             the condition included at paragraph 3(a) of Appendix 1 to this announcement
 "Forms of Proxy"                              the forms of proxy in connection with each of the Court Meeting and the
                                               General Meeting, which shall accompany the Scheme Document
 "Frostrow"                                    Frostrow Capital LLP, a limited liability partnership registered in England
                                               and Wales under number OC323835
 "FSMA"                                        the Financial Services and Markets Act 2000, as amended from time to time
 "General Meeting"                             the general meeting of Augmentum Shareholders to be convened in connection
                                               with the Scheme to consider and, if thought fit, to approve the Resolution(s)
                                               (with or without amendment), and including any adjournment, postponement or
                                               reconvening thereof, notice of which is to be contained in the Scheme Document
 "Houlihan Lokey"                              Houlihan Lokey UK Limited
 "Investment Adviser"                          Augmentum Capital LLP
 "Investment Advisory Agreement"               the investment advisory agreement dated 1 October 2025 between Augmentum,
                                               Frostrow, AFML and the Investment Adviser
 "Investment Company"                          a company admitted to trading on the London Stock Exchange whose primary
                                               object is investing and managing a portfolio of assets with a view to
                                               spreading investment risk
 "Issued Share Capital"                        all shares in the capital of Augmentum excluding treasury shares
 "Latest Practicable Date"                     24 February 2026, being the latest practicable date prior to the date of this
                                               announcement
 "London Stock Exchange"                       London Stock Exchange plc
 "Long-Stop Date"                              31 August 2026, or such later date as may be agreed by BidCo and Augmentum
                                               (with the Panel's consent and as the Court may approve (if such approval(s)
                                               are required))
 "Main Market"                                 the London Stock Exchange's Main Market for listed securities
 "Market Abuse Regulation"                     the Market Abuse Regulation (EU) No 596/2014 as it forms part of UK law by
                                               virtue of the European Union (Withdrawal) Act 2018
 "Meetings"                                    together, the Court Meeting and the General Meeting
 "NAV"                                         net asset value
 "New IAA"                                     the new Investment Advisory Agreement proposed to be entered into following
                                               the Effective Date and expected to be between the Investment Adviser,
                                               Augmentum and AFML
 "Offer Period"                                the offer period (as defined by the Takeover Code) relating to Augmentum,
                                               which commenced on the date of this announcement and ending on the earlier of
                                               the date on which the Acquisition becomes Effective and/or the date on which
                                               the Acquisition lapses or is withdrawn (or such other date as the Panel may
                                               decide)
 "Opening Position Disclosure"                 has the same meaning as in Rule 8 of the Takeover Code
 "Overseas Shareholders"                       Augmentum Shareholders (or nominees of, or custodians or trustees for
                                               Augmentum Shareholders) not resident in, or nationals or citizens, of the
                                               United Kingdom
 "Panel"                                       the Panel on Takeovers and Mergers
 "Portfolio"                                   the Augmentum investment portfolio
 "Proposals"                                   the Scheme and the other matters related to the Scheme to be considered at the
                                               Meetings
 "Registrar of Companies"                      the Registrar of Companies in England and Wales
 "Regulatory Information Service"              any information service authorised from time to time by the FCA for the
                                               purpose of disseminating regulatory announcements
 "Resolution(s)"                               the resolution(s) to be proposed to be passed at the General Meeting in
                                               connection with the implementation of the Scheme
 "Restricted Jurisdiction"                     any jurisdiction where local laws or regulations may result in a significant
                                               risk of civil, regulatory or criminal exposure if information concerning the
                                               Acquisition is sent or made available to Augmentum Shareholders in that
                                               jurisdiction
 "Retail Book"                                 Retail Book Limited, with company number 14087330, being a company in which
                                               Augmentum has an investment which is included the Portfolio
 "Scheme" or "Scheme of Arrangement"           the proposed scheme of arrangement under Part 26 of the Companies Act between
                                               Augmentum and the Augmentum Shareholders in connection with the Acquisition,
                                               with or subject to any modification, addition or condition approved or imposed
                                               by the Court and agreed by Augmentum and BidCo
 "Scheme Document"                             the document to be sent to Augmentum Shareholders containing, amongst other
                                               things, the Scheme and the notices convening the Court Meeting and the General
                                               Meeting
 "Scheme Record Time"                          the time and date to be specified in the Scheme Document by reference to which
                                               the entitlements of Scheme Shareholders under the Scheme will be determined,
                                               expected to be 6.00 p.m. on the Business Day immediately prior to the
                                               Effective Date
 "Scheme Shareholders"                         the holders of Scheme Shares from time to time
 "Scheme Shares"                               all Augmentum Shares:

                                               (a)        in issue as at the date of the Scheme Document and which
                                               remain in issue at the Scheme Record Time;

                                               (b)        (if any) issued after the date the Scheme Document, but at
                                               or before the Voting Record Time and which remain in issue at the Scheme
                                               Record Time; and

                                               (c)        (if any) issued at or after the Voting Record Time but at or
                                               before the Scheme Record Time, either on terms that the original or any
                                               subsequent holder thereof is bound by the Scheme, or in respect of which such
                                               holders are, or shall have agreed in writing to be, so bound, and which remain
                                               in issue at the Scheme Record Time,

                                               in each case, other than any Excluded Shares
 "SEC"                                         the US Securities and Exchange Commission
 "Significant Interest"                        a direct or indirect interest in 30 per cent. or more of the voting equity
                                               share capital of an undertaking
 "Takeover Code"                               the City Code on Takeovers and Mergers, as amended from time to time
 "Takeover Offer"                              should (with the consent of the Panel and subject to the terms of the
                                               Co-operation Agreement) the Acquisition be implemented by way of a takeover
                                               offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be
                                               made by or on behalf of BidCo to acquire the entire issued and to be issued
                                               ordinary share capital of Augmentum and, where the context admits, any
                                               subsequent revision, variation, extension or renewal of such takeover offer
 "Term Sheet"                                  the non-binding term sheet between BidCo and the Investment Adviser, intended
                                               to form the basis of the New IAA
 "Third Party"                                 any relevant government or governmental, quasi-governmental, supranational,
                                               statutory, regulatory, environmental or investigative body, court, trade
                                               agency, association, institution, any entity owned or controlled by any
                                               relevant government or state, or any other body or person whatsoever in any
                                               jurisdiction
 "UK Listing Rules"                            the UK Listing Rules made by the FCA and forming part of the FCA Handbook (as
                                               amended from time to time)
 "United Kingdom" or "UK"                      the United Kingdom of Great Britain and Northern Ireland
 "United States" or "US"                       the United States of America, its territories and possessions, any state of
                                               the United States of America, the District of Columbia and all other areas
                                               subject to its jurisdiction and any political sub-division thereof
 "US Exchange Act"                             the United States Securities Exchange Act 1934, as amended from time to time
 "Verdane"                                     Verdane Fund Manager AB, in its capacity as manager of the Verdane Funds
 "Verdane Funds"                               Verdane Freya XII (D1) AB, Verdane Freya XII (D2) AB and Verdane Freya XII (E)
                                               AB which invest through the Verdane Freya XII Investments AB platform
 "Voting Record Time"                          the time and date to be specified in the Scheme Document by reference to which
                                               entitlement to vote on the Scheme will be determined
 "Wider Augmentum Group"                       Augmentum and associated undertakings and any other body corporate,
                                               partnership, joint venture or person in which Augmentum and such undertakings
                                               (aggregating their interests) have a Significant Interest
 "Wider BidCo Group"                           BidCo, its parent undertakings, including for the avoidance of doubt Verdane,
                                               subsidiary undertakings and associated undertakings and any other body
                                               corporate, partnership, joint venture or person in which BidCo and all such
                                               undertakings (aggregating their interests) have a Significant Interest

For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Companies Act.

All references to "pounds", "pounds sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.

All references to "Euro", "EUR" and "€" are to the lawful currency of the
member states of the European Union that adopt a single currency in accordance
with the Treaty establishing the European Community as amended by the Treaty
on the European Union.

All the times referred to in this announcement are London times unless
otherwise stated. References to the singular include the plural and vice
versa.

All references in this announcement to statutory provisions or law or to any
order or regulation shall be construed as a reference to that provision, law,
order or regulation as extended, modified, replaced or re-enacted from time to
time and all statutory instruments, regulations and order from time to time
made thereunder or deriving validity therefrom.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OFFBELBLQLLFBBK



            Copyright 2019 Regulatory News Service, all rights reserved