Statement regarding Argentex Group plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF UK DOMESTIC LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR").

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE UNITED KINGDOM ("UK") CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH A FIRM OFFER MIGHT BE MADE.  

Lumon Acquisitions Limited

 ("Lumon")

Statement regarding Argentex Group plc and request for engagement with the the Argentex Board

Lumon notes the announcement by Argentex Group plc ("Argentex" or the "Company") regarding possible offers for the entire issued and to be issued share capital of the Company (the "Announcement" or the "Possible Offer").

Lumon has great respect for the successful global international payments and alternative banking platform that Argentex has developed.

Lumon was contacted by representatives of Argentex seeking Lumon's urgent support in view of its rapidly deteriorating liquidity position. Lumon has since worked at great pace collaboratively with Argentex and its advisers to develop a package of an immediate bridging loan and liquidity support in the manner described in the Announcement (the "Lumon Liquidity Proposal") as well as a possible offer in cash for the entire issued and to be issued share capital of the Company (together with the Lumon Liquidity Proposal, the "Lumon Possible Offer"). Accordingly, Lumon was surprised and concerned that the Lumon Possible Offer was unequivocally rejected.

Lumon believes that the terms of the Lumon Possible Offer are highly compelling and offered certainty to Argentex and all of its internal and external stakeholders. Lumon notes that the liquidity position of Argentex has continued to deteriorate further and reiterates that preparations are materially complete for the provision of liquidity support that is urgently required by Argentex to secure its future.

Lumon remains prepared to make an announcement of a firm offer under Rule 2.7 of the Code subject to inter alia (unless otherwise waived by Lumon) the recommendation of the board of directors of Argentex (the "Argentex Board") and sufficient binding support having been received from Argentex shareholders. Lumon urges the Argentex Board to resume work with Lumon without delay to fulfil these preconditions and to enable the Lumon Possible Offer to be implemented.

There can be no certainty that any offer will be made or as to the terms of any such offer even if the pre-conditions set out above are satisfied or waived.

Argentex shareholders are urged to take no further action at this stage. A further statement will be made as and when appropriate.

Notes

This announcement does not amount to a firm intention by Lumon to make an offer for Argentex. There can be no certainty that any offer will be made.

​Lumon reserves the right to vary the form and/or mix of the consideration referred to in this announcement and vary the transaction structure.

A further announcement will be made in due course.

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.lumonpay.com/offer by no later than 12 noon (London time) on 24 April 2025. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Enquiries:

Hogan Lovells International LLP is acting as legal adviser to Lumon in connection with the Acquisition.

Important Information

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the UK may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction. This announcement, and the Scheme Document, is not a prospectus, prospectus equivalent document or exempted document.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom.

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Lumon and Pollen Street Capital and for no-one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Lumon and Pollen Street Capital for providing the protections afforded to clients of Cavendish, nor for providing advice in relation to any matter referred to in this announcement.

About Lumon

Lumon is a private limited company registered in Jersey and was incorporated on 7 January 2020. Lumon is the indirect parent of Lumon Pay Ltd, Lumon Risk Management Ltd and Lumon FX Europe Limited ("Lumon Opco Group"). Lumon Opco Group is an international payments and foreign exchange provider, offering services to both private individuals and businesses, facilitating cross-border transactions (including property purchases, living expenses, and corporate payments). With a presence in the UK, Ireland, Spain, and Portugal, the Lumon Opco Group has served over 70,000 customers since 2000 and processed £8.8 billion in transactions in 2023.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at https://www.thetakeoverpanel.org.uk/, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Website Publication

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Lumon's website (www.lumonpay.com/offer) by no later than noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Note

References to "Rules" are to the rules of the Takeover Code. The terms "offeror", "offeree company", "offer period", "interested" (and related variations), "relevant securities", "deals" (and related variations) and "acting in concert" all bear the same meanings given to them in the Takeover Code.