Augmentum Fintech Plc - Publication of Prospectus
London, June 14
14 June 2019
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.
This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority ("FCA") and does not constitute a prospectus. Investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the prospectus (comprising the Summary, the Registration Document and the Securities Note) published today by Augmentum Fintech plc (the "Prospectus") in its final form and not in reliance on this announcement. A copy of the Prospectus will be available for inspection from the Company's registered office and on its website (www.augmentum.vc). 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.
Augmentum Fintech plc
(the "Company" or "Augmentum Fintech")
Publication of Prospectus
Further to the Company's announcement earlier today, the board of Directors (the "Board") of Augmentum Fintech (ticker: AUGM), the UK's only publicly listed investment company focusing on the fintech sector, announces the publication of the Prospectus in connection with the proposed issue of new ordinary shares ("Ordinary Shares") in the Company by way of an Initial Placing, Offer for Subscription and Intermediaries Offer (the "Initial Issue") at an Issue Price of 112 pence per Ordinary Share. The Prospectus also contains details of the Company's share issuance programme of new Ordinary Shares and new C Shares (the "Share Issuance Programme").
On 5 June 2019, the Company published a circular setting out a notice of the General Meeting to be held on Monday, 1 July 2019 at 9.00 a.m. The purpose of the General Meeting is to seek shareholder approval for certain matters necessary to implement the Initial Issue and Share Issuance Programme.
The Prospectus will be available on the Company's website (www.augmentum.vc), subject to certain access restrictions, for inspection at the Company's registered office at 25 Southampton Buildings, London, WC2A 1AL, and at the National Storage Mechanism via www.morningstar.co.uk/uk/NSM.
Terms not otherwise defined in this announcement have the meanings that will be given to them in the Prospectus.
Tim Levene, Portfolio Manager
Nigel Szembel, Investor Relations
+44 (0)20 3961 5420
+44 (0)7802 362088
|Fidante Capital (Joint Sponsor and Joint Bookrunner)|
|+44 (0)20 7832 0900|
|Peel Hunt(Joint Sponsor, Joint Bookrunner|
and Intermediaries Offer Adviser)
|+44 (0)20 7418 8900|
Victoria Hale, Company Secretary
|+44 (0)20 3170 8732|
Notes to Editors
Augmentum Fintech plc is one of Europe's leading venture capital investors focusing exclusively on the fintech sector. Augmentum Fintech invests in fast growing fintech businesses that are disrupting the banking, insurance, asset management and wider financial services sectors. Augmentum Fintech is the UK's only publicly listed investment company focusing on the fintech sector, 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.
|Prospectus published and Initial Issue opens||14 June|
|General Meeting||9.00 a.m. on 1 July|
|Latest time and date for receipt of completed Application Forms in respect of the Offer for Subscription||11.00 a.m. on 1 July|
|Latest time and date for receipt of completed applications from the Intermediaries in respect of the Intermediaries Offer||3.00 p.m. on 1 July|
|Latest time and date for commitments under the Initial Placing||4.00 p.m. on 1 July|
|Publication of results of the Initial Issue||2 July|
|Admission and dealings in Ordinary Shares issued pursuant to the Initial Issue commence||8.00 a.m. on 4 July|
|CREST accounts credited with uncertificated Ordinary Shares||4 July|
|Where applicable, definitive share certificates despatched by post in the week commencing*||15 July|
|* Underlying Applicants who apply to Intermediaries for Ordinary Shares under the Intermediaries Offer will not receive share certificates.|
|Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service.|
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 expected to be published bythe Company shortlyand not in reliance on this announcement. Copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company and at the National Storage Mechanism at http://www.morningstar.co.uk/NSM and on the Company's website. 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 is a financial promotion and is not intended to be investment advice. The content of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Augmentum Fintech Management Limited solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).
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 Fidante Partners Europe Limited (trading as Fidante Capital) ("Fidante") 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 Initial Issue, the Share Issuance Programme or any Admission and the other arrangements referred to in this announcement and will not regard any other person as their respective clients in relation to the Initial Issue, the Share Issuance Programme or any Admission 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 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, Fidante 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 Fidante 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. Fidante, 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 Initial Issue, Fidante, 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 Prospectus, once published, to the 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, Fidante, Peel Hunt and any of their affiliates acting in such capacity. In addition, Fidante, Peel Hunt and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which Fidante, Peel Hunt and any of their affiliates may from time to time acquire, hold or dispose of Shares. Fidante 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.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (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 Ordinary Shares which are the subject of the Initial Issue have been subject to a product approval process, which has determined that such Ordinary Shares 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 MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or fully predictable return profile, who are not looking for full capital protection or full repayment of the amount invested, 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 Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Fidante and Peel Hunt 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 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.