30 October 2020
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
Neither this Announcement nor any part of it constitutes an offer or invitation to underwrite, an offer to sell or acquire or the solicitation of an offer to subscribe for or acquire any securities in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan, any member state of the EEA or any jurisdiction in which such publication or distribution would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (as amended), under the securities legislation of any state of the United States or under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA.
Augmentum Fintech plc
(the “Company” or “Augmentum Fintech”)
Result of Fundraise and Total Voting Rights
The Board of Augmentum Fintech is pleased to announce the successful completion of the Placing announced on 26 October 2020 and concurrent Retail Offer.
Demand for the Fundraise from both existing and new investors exceeded the maximum issue size and accordingly applications have been scaled back. In total, the maximum of 23,371,380 New Ordinary Shares will be issued pursuant to the Fundraise at a price of 120 pence per New Ordinary Share, of which 22,560,383 New Ordinary Shares will be issued under the Placing and 810,997 New Ordinary Shares will be issued under the Retail Offer.
Applications have been made for admission of the 23,371,380 New Ordinary Shares to the premium segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange plc's main market for listed securities ("Admission"). Admission is expected to occur at 8.00 a.m. on 3 November 2020.
Neil England, Non Executive Chairman of the Company, has subscribed for 10,000 New Ordinary Shares pursuant to the Placing.
Following the Fundraise, the Company's issued share capital will comprise 140,423,291 Ordinary Shares. The Company holds 195,000 Ordinary shares in treasury. Therefore, the total number of voting rights in the Company is 140,228,291. This figure (140,228,291) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Neil England, Non Executive Chairman of Augmentum Fintech plc, commented: “Augmentum is unique as a fintech specialist with a closed end structure offering patient capital to companies as they scale-up. It is pleasing to see that demand for our shares from the Placing and Retail offer has exceeded the maximum issue size. I would like to thank our existing shareholders for their support and welcome the many new investors that have participated in this fundraise.”
Tim Levene, CEO of the Portfolio Manager, commented: “The success of this fundraise reflects the growing shift in the move to a digital economy over recent months and highlights that fintech has been a beneficiary of the accelerated digital adoption in financial services. The on-going disruption caused by Covid should maintain the momentum behind this trend and many of Augmentum's portfolio companies should continue to benefit from this growth. We look forward to supporting our current portfolio and capitalising on our qualified pipeline of new investment opportunities.”
For further information, please contact:
Peel Hunt LLP (Joint Broker and Joint Bookrunner)
+44 (0)20 7418 8900
N+1 Singer Capital Markets Limited (Joint Broker and Joint Bookrunner)
+44 (0)20 7496 3000
+44 (0)20 3170 8732
Notes to Editors
Augmentum Fintech invests in fast growing fintech businesses that are disrupting the financial services sector. Augmentum Fintech 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.
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 release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively, the "United States"), Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction where such distribution is unlawful, or to US Persons, as defined in Regulation S. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document 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. This announcement is not an offer of securities for sale into the United States. Each of Nplus1 Singer Capital Markets Limited ("Nplus1") and Peel Hunt LLP ("Peel Hunt"), which are authorised and regulated in the United Kingdom by the FCA, are acting exclusively for the Company and for no-one else in connection with the Fundraise and the other arrangements referred to in this announcement and will not regard any other person as their respective clients in relation to the Fundraise and the other arrangements referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in connection with the Initial Issue and the other arrangements referred to in this announcement.
The Ordinary Shares have not been, and will not be, registered under the US Securities Act 1933 ("US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States or to or for the account or benefit of US Persons (as defined in Regulation S under the US Securities Act ("Regulation S"). In addition, the Company has not been and will not be registered under the US Investment Company Act of 1940, as amended. Outside the United States, the Ordinary Shares may be sold to non-US Persons pursuant to the provisions of Regulation S.
The value of shares and any 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, the AIFM, Nplus1 and Peel Hunt 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 the Financial Services and Markets Act 2000, the Prospectus Rules of the Financial Conduct Authority, the EU 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 Nplus1 or Peel Hunt, or 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. Nplus1, Peel Hunt and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
In connection with the Fundraise, Nplus1, Peel Hunt and any of their affiliates, may take up a portion of the Ordinary Shares in the Initial Issue as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Ordinary Shares and other securities of the Company or related investments in connection with the Initial Issue or otherwise. Accordingly, references in the announcement to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Nplus1, Peel Hunt and any of their affiliates acting in such capacity. In addition, Nplus1, Peel Hunt and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which Nplus1, Peel Hunt and any of their affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Nplus1 and Peel Hunt do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Capitalised terms used in this announcement have the meanings given to them in the Company’s announcement of 26 October 2020 titled “Proposed Placing of New Ordinary Shares”, unless the context provides otherwise.