LONDON STOCK EXCHANGE ANNOUNCEMENT
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM).
This announcement is an advertisement and does not constitute a prospectus and investors must only subscribe for or purchase any shares referred to in this announcement on the basis of information contained the prospectus (the “Prospectusâ€) published by Augmentum Fintech plc (the “Companyâ€) and not in reliance on this announcement. 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 or referred to in other written or oral form is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.
For immediate release
22 February 2018
Augmentum Fintech plc
(“Augmentum Fintech†or the "Company")
Publication of Prospectus
Further to the announcement made by Augmentum Fintech on 20 February 2018, the Company has today published its Prospectus in connection with its initial public offering (“IPOâ€).
The Company is seeking to issue a target of 100 million ordinary shares in the capital of the Company (“Sharesâ€) at an issue price of £1.00, with a maximum issue size of 125 million Shares, by way of a placing, offer for subscription and intermediaries offer. The Prospectus relates to the proposed admission of the Company's Shares to the premium listing segment of the Official List of the FCA and to trading on the main market of the London Stock Exchange.
The Company's investment objective is to generate capital growth over the long term through investment in a focused portfolio of fast growing and/or high potential private financial services technology businesses based predominantly in the UK and wider Europe.
The Prospectus outlines the expected timetable for the IPO as follows:
Publication of the Prospectus and commencement of the Offer for Subscription and the Intermediaries Offer | 22 February |
Latest time and date for applications under the Offer for Subscription |
11.00 a.m. on 8 March |
Latest time and date for receipt of completed applications from the Intermediaries in respect of the Intermediaries Offer |
3.00 p.m. on 8 March |
Latest time and date for commitments under the Placing |
4.00 p.m. on 8 March |
Publication of results of the Placing, Intermediaries Offer and the Offer for Subscription (through a Regulatory Information Service) |
9 March |
Admission and dealings in Shares commence |
8.00 a.m. on 13 March |
CREST accounts credited with uncertificated Shares |
13 March |
Where applicable, definitive share certificates despatched by post in the week commencing* |
19 March (or as soon as possible thereafter) |
* Underlying applicants who apply to Intermediaries for 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.
All references to times in the Prospectus are to 2018 and are London times.
The Prospectus has been approved by the FCA. Copies of the Prospectus will be available on the Company's website at www.augmentumfintech.com, subject to applicable securities law and free of charge during normal business hours at the offices of Frostrow Capital LLP, the Company Secretary, at 25 Southampton Buildings, London, WC2A 1AL.
The Prospectus has also been submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM. Defined terms in this announcement will have the same meaning as defined in the Prospectus.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Augmentum Tim Levene Richard Matthews |
info@augmentumcapital.com or via Newgate below |
Fidante Capital (Sole Financial Adviser, Bookrunner and Joint Sponsor) Tom Skinner Nick Donovan Katie Standley |
+44 (0) 20 7832 0900 |
Solid Solutions (Intermediaries Offer Adviser) Nigel Morris |
+44 (0) 20 7549 1613 intermediaries@solid-solutions.co.uk |
Newgate Communications (PR Adviser) James Benjamin Alistair Kellie Anna Geffert |
+44 (0) 20 7680 6550 augmentum@newgatecomms.com |
Further information on the Company can be found on its website at www.augmentumfintech.com.
The Company’s LEI is: 213800OTQ44T555I8S71.
Important information
This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus published by the Company today in connection with the proposed admission of its Shares to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange.
All dealings in Shares prior to the commencement of unconditional dealings will be at the sole risk of the parties concerned. The Shares will not be dealt in on any other recognised investment exchange and no other such applications have been made or are currently expected.
Fidante Partners Europe Limited (trading as Fidante Capital) (“Fidante Capitalâ€), which is authorised and regulated by the Financial Conduct Authority, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Fidante Capital or advice to any other person in relation to the matters contained herein.
The Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and the Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, 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 of 1933, as amended ("Regulation S" and the "US Securities Act", respectively)), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. There will be no public offer of the Shares in the United States. The Company is not and does not intend to become an “investment company†within the meaning of the US Investment Company Act of 1940, as amended (the “US Investment Company Actâ€). Accordingly, the Company has not been, and will not be, registered under the US Investment Company Act and investors will not be entitled to the benefits of the US Investment Company Act. In addition, the Investment Adviser has not been and will not be registered as an investment adviser under the US Investment Advisers Act of 1940, as amended (the “US Investment Advisers Actâ€) and neither the Company nor investors will be entitled to the benefits of the US Investment Advisers Act.
The Prospectus does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or Fidante Capital. The offer and sale of Shares has not been and will not be registered under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. Subject to certain exemptions, the Shares may not be offered to or sold within Australia, Canada, the Republic of South Africa or Japan or to any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan.
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