TIDMAUGM
LEI: 213800OTQ44T555I8S71
8 July 2021
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 OF THIS ANNOUNCEMENT.
Augmentum Fintech plc
Increase in Initial Issue Size
Further to the Company's announcement on 17 June 2021, the Board of Augmentum
Fintech plc (LSE: AUGM) (the "Company" or "Augmentum"), the UK's only publicly
listed investment company focussing on the fintech sector, having considered
both the strong level of support received from potential investors in the
Initial Issue and the depth of the Portfolio Manager's pipeline of investment
opportunities, has decided to increase the target size of the Initial Issue
from approximately £40 million to up to £55 million. The Board will cap the
Initial Issue at £55 million. All valid applications received in respect of
Qualifying Shareholders' Open Offer Entitlements under the Open Offer are
expected to be met in full, and any oversubscription under the Initial Placing,
Excess Application Facility, Offer for Subscription and Intermediaries Offer
subscription will be dealt with by a scaling back exercise.
The timetable for the Initial Issue remains as follows:
Latest time and date for receipt of completed Open Offer 11.00 a.m. on 8 July
Application Forms and payment in full under the Open Offer or 2021
settlement of relevant CREST instructions
Latest time and date for receipt of completed Application Forms in 11.00 a.m. on 8 July
respect of the Offer for Subscription 2021
Latest time and date for receipt of completed applications from the 3.00 p.m. on 8 July
Intermediaries in respect of the Intermediaries Offer 2021
Latest time and date for commitments under the Initial Placing 5.00 p.m. on 8 July
2021
Publication of results of the Initial Issue 9 July 2021
Admission and dealings in Ordinary Shares issued pursuant to the 8.00 a.m. on 13 July
Initial Issue commence 2021
CREST accounts credited with uncertificated new Ordinary Shares 13 July 2021
Where applicable, definitive share certificates despatched by post 19 July 2021
in the week commencing*
*Underlying Applicants who apply to Intermediaries for Ordinary Shares under
the Intermediaries Offer will not receive share certificates.
The Initial Issue is conditional, inter alia, on the New Ordinary Shares being
admitted to listing on the premium listing segment of the Official List of the
FCA, and to trading on the main market for listed securities of the London
Stock Exchange (together, "Admission"). It is expected that Admission will
become effective on, and that dealings for normal settlement in the New
Ordinary Shares will commence on the London Stock Exchange by, 8.00 a.m.
on 13 July 2021.
For further information, please contact:
Augmentum Fintech +44 (0)20 3961 5420
Tim Levene, Portfolio Manager +44 (0)7802 362088
Nigel Szembel, Investor Relations nigel@augmentum.vc
Peel Hunt LLP +44 (0)20 7418 8900
(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)
Nplus1 Singer Advisory LLP +44 (0)20 7496 3000
(Joint Sponsor and Joint Bookrunner)
Harry Gooden, Robert Peel, James Moat, Alaina Wong
(Investment Banking)
Frostrow Capital LLP +44 (0)20 3709 8733
Paul Griggs, Company Secretary
Terms used but not defined in this announcement shall have the meaning given to
them in the tripartite prospectus (comprising a summary, a registration
document and a securities note) published by Augmentum Fintech plc on 17 June
2021.
About Augmentum Fintech
Augmentum invests in fast growing fintech businesses that are disrupting the
financial services sector. Augmentum is the UK's only publicly listed
investment company focusing on the fintech sector in the UK and wider Europe,
having launched on the main market of the London Stock Exchange in 2018, giving
businesses access to patient capital and support, unrestricted by conventional
fund timelines and giving public markets investors access to a largely
privately held investment sector during its main period of growth.
Neither the content of any website referred to in this announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this announcement.
Disclaimer
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") on 17 June 2021 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).
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.
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.
END
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