17 June 2021
LEI: 213800OTQ44T555I8S71
NOT FOR RELEASE, DISTRIBUTION OR
PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES,
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE, JAPAN OR ANY EEA STATE (OTHER THAN ANY MEMBER
STATE OF THE EEA WHERE THE COMPANY'S SECURITIES MAY BE LEGALLY
MARKETED) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION. PLEASE SEE THE SECTION ENTITLED "DISCLAIMER" TOWARDS
THE END OF THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the UK Financial Conduct Authority
(the “FCA”) and does not constitute a prospectus. Investors
should not subscribe for or purchase any shares referred to in this
announcement except on the basis of information contained in the
tripartite prospectus (comprising a summary, a registration
document and a securities note) published by Augmentum Fintech plc
(the “Prospectus”) today and not in reliance on this
announcement. Approval of the Prospectus by the FCA should not be
understood as an endorsement of the securities that are the subject
of the Prospectus. Potential investors should read the Prospectus
and in particular the risk factors set out therein before making an
investment decision in order to fully understand the potential
risks and rewards associated with the decision to invest in the
Company's securities. This announcement does not constitute, and
may not be construed as, an offer to sell or an invitation or
recommendation to purchase, sell or subscribe for any securities or
investments of any description, or a recommendation regarding the
issue or the provision of investment advice by any party. Copies of
the Prospectus, subject to certain access restrictions, will be
available shortly for viewing at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website (www.augmentum.vc).
Augmentum Fintech
plc
(“Augmentum” or the “Company”)
Publication of
Prospectus
Further to the announcement published earlier today, regarding
the proposed issue of further ordinary shares in the Company (the
“Ordinary Shares”) to raise gross proceeds of £40 million, the
Company is pleased to announce that it has published the
Prospectus.
The Prospectus will be available, subject to certain access
restrictions, on the Company's website (www.augmentum.vc), at the
Company's registered office at 25 Southampton Buildings,
London WC2A 1AL and at the
National Storage Mechanism via
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. This
announcement has been released on behalf of the Company by order of
the Board.
Capitalised terms used in this announcement have the meanings
given to them in the Prospectus published by the Company today.
Enquiries:
Augmentum
Fintech
Tim Levene, Portfolio Manager
Nigel Szembel, Investor Relations |
+44 (0)20 3961 5420
+44 (0)7802 362088
nigel@augmentum.vc |
Peel Hunt
LLP
(Joint Sponsor, Joint Bookrunner and Intermediaries Offer
Adviser)
Liz Yong, Luke Simpson, Huw Jeremy, Tom Pocock
(Investment Banking)
Alex Howe, Chris Bunstead, Ed Welsby, Richard Harris (Sales)
Sohail Akbar, Max Irwin (Syndicate)
Alistair Boyle (Intermediaries) |
+44 (0)20 7418 8900 |
Nplus1 Singer
Advisory LLP
(Joint Sponsor and Joint Bookrunner)
Harry Gooden, Robert Peel, James Moat, Alaina Wong
(Investment Banking) |
+44 (0)20 7496 3000 |
Frostrow Capital
LLP
Paul Griggs, Company Secretary |
+44 (0)20 3709 8733 |
Disclaimer
This announcement is an advertisement and does not constitute
a prospectus and investors must subscribe for or purchase any
shares referred to in this announcement only on the basis of
information contained in the Prospectus published by the Company
and not in reliance on this announcement. Copies of the
Prospectus may, subject to certain access restrictions, be obtained
from the registered office of the Company and at the National
Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website, www.augmentum.vc. Neither the content of the
Company's website, nor the content on any website accessible from
hyperlinks on its website for any other website, is incorporated
into, or forms part of, this announcement nor, unless previously
published by means of an RIS announcement, should any such content
be relied upon in reaching a decision as to whether or not to
acquire, continue to hold, or dispose of, securities in the
Company. This announcement does not constitute, and may not be
construed as, an offer to sell or an invitation to purchase
investments of any description or a recommendation regarding the
issue or the provision of investment advice by any party. No
information set out in this announcement is intended to form the
basis of any contract of sale, investment decision or any decision
to purchase shares in the Company. Approval of the prospectus by
the FCA should not be understood as an endorsement of the
securities that are the subject of the Prospectus. Potential
investors are recommended to read the Prospectus before making an
investment decision in order to fully understand the potential
risks and rewards associated with a decision to invest in the
Company's securities.
This announcement is not for publication or distribution,
directly or indirectly, in or into the
United States of America. This announcement is not an offer
of securities for sale into the United
States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, or under any applicable securities laws of any state,
county or other jurisdiction of the
United States and may not be offered or sold in the United States, except pursuant to an
applicable exemption from registration under the U.S. Securities
Act of 1933 and in compliance with the securities laws of any
state, county or any other jurisdiction of the United States. No public offering of
securities is being made in the United
States.
Furthermore, any securities that may be issued in connection to
the matters referred to herein may not be offered or sold directly
or indirectly in, into or within the
United States or to or for the account or benefit of U.S.
Persons except under circumstances that would not result in the
Company being in violation of the U.S. Investment Company Act of
1940, as amended.
Further, this announcement is not for release, publication or
distribution into Australia,
New Zealand, Canada, Singapore, the Republic of South Africa, Japan or any member state of the EEA (other
than any member state of the EEA where the Company's securities may
be lawfully marketed) or any other jurisdiction where such
distribution is unlawful.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession this
announcement and/or any document and/or other information referred
to herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
Each of Peel Hunt LLP, Nplus1 Singer Capital Markets Limited and
Nplus1 Singer Advisory LLP (the "Banks") is authorised and
regulated in the United Kingdom by
the FCA, is acting exclusively for the Company and for no-one else
and will not regard any other person (whether or not a recipient of
this announcement or the Prospectus) as its client in relation to
the Share Issuance Programme (including the Initial Issue) and the
other arrangements referred to in the Prospectus and this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients, nor
for providing advice in connection with the Share Issuance
Programme (including the Initial Issue), any Admission and the
other arrangements referred to in this announcement and in the
Prospectus.
Apart from the liabilities and responsibilities, if any, which
may be imposed on a Bank by FSMA or the regulatory regime
established thereunder, or under the regulatory regime of any other
jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, none of
the Banks nor any person affiliated with any of the Banks makes any
representation, express or implied, in relation to, nor accepts any
responsibility whatsoever for, the contents of this announcement or
the Prospectus including its accuracy, completeness or
verification, nor for any other statement made or purported to be
made by it or on its behalf, or on behalf of the Company or any
other person in connection with the Company, the Shares, the Share
Issuance Programme (including the Initial Issue) or any Admission
and nothing contained in the Prospectus is or shall be relied upon
as a promise or representation in this regard. The Banks
(together with their respective affiliates) accordingly, to the
fullest extent permitted by law, disclaim all and any liability
whether arising in tort, contract or which they might otherwise
have in respect of this announcement, the Prospectus or any other
statement.
The value of the Shares and the income from them is not
guaranteed and can fall as well as rise due to stock market and
currency movements. When you sell your investment you may get
back less than you originally invested. Figures refer to past
performance and past performance is not a reliable indicator of
future results. Returns may increase or decrease as a result of
currency fluctuations.
This announcement contains forward looking statements,
including, without limitation, statements including the words
"believes", "estimates", "anticipates", "expects", "intends",
"may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology. Such forward looking
statements involve unknown risks, uncertainties and other factors
which may cause the actual results, financial condition,
performance or achievements of the Company, or industry results, to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. These forward-looking statements speak only as at
the date of this announcement and cannot be relied upon as a guide
to future performance. The Company, the Portfolio Manager and the
Banks expressly disclaim any obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless
required to do so by FSMA, the Prospectus Regulation Rules, UK
Market Abuse Regulation or other applicable laws, regulations or
rules.
The information in this announcement is for background purposes
only and does not purport to be full or complete. None of the Banks
nor any of their respective affiliates, accepts any responsibility
or liability whatsoever for, or makes any representation or
warranty, express or implied, as to this announcement, including
the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of the announcement or its
contents or otherwise arising in connection therewith. Each of the
Banks and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they
might otherwise be found to have in respect of this announcement or
its contents or otherwise arising in connection therewith.
Information to distributors
Solely for the purposes of the product governance requirements
contained within: (a) the UK's implementation of EU Directive
2014/65/EU on markets in financial instruments, as amended ("UK
MiFID II"); and (b) the UK's implementation of Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing UK
MiFID II, and in particular Chapter 3 of the Product Intervention
and Product Governance Sourcebook of the FCA (together, the
"MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the MiFID
II Product Governance Requirements) may otherwise have with respect
thereto, the Shares have been subject to a product approval
process, which has determined that such securities are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in UK MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by UK MiFID II (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, distributors (such
term to have the same meaning as in the MiFID II Product Governance
Requirements) should note that: the price of the Shares may decline
and investors could lose all or part of their investment; the
Shares offer no guaranteed income and no capital protection; and an
investment in the Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Share Issuance
Programme (including the Initial Issue). Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Peel Hunt LLP
and Nplus1 Singer Capital Markets Limited will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of UK MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Shares and determining
appropriate distribution channels.