14 February 2025
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
Argo
Group Limited
("Argo",
the "Company" or the "Group")
Extension of Tender Offer
Argo Group Limited announces today
that following consultation with Panmure Liberum Limited there has
been an amendment to the terms of the Company's previously
announced tender offer (the "Tender Offer") to purchase up to
11,221,673 Ordinary Shares at the Tender Price of
5 pence per Ordinary Share, as further described in
the announcement made on 16 January 2025 and the circular published
by the Company on 16 January 2025 (the "Circular") which contain further
information on the terms of the Tender Offer and details of how to
accept the Tender Offer, to extend the latest time and date for
receipt of Tender Forms and TTE instructions from 1.00 p.m. (London
Time) on 14 February 2025 to 1.00 p.m. (London Time) on 18 February
2025.
Shareholders that have previously
tendered their Ordinary Shares do not need to re-tender their
Ordinary Shares or take any other action in response to the
extension of the Tender Offer.
Except as set forth herein, all
other terms, provisions and conditions of the Tender Offer will
remain in full force and effect as set forth in the
Circular. The Circular can be viewed on,
and downloaded from, the Company's website at
www.argogrouplimited.com. Terms used in this announcement shall
(unless the context otherwise requires) have the same meaning as in
the Circular.
Cancellation
As previously announced, the
Cancellation Resolution proposed to Shareholders at the Company's
Annual General Meeting on 10 February 2025 was duly passed and
Shareholders thereby approved the cancellation of trading of the
Company's Ordinary Shares on AIM.
Following the extension of the
Tender Offer set forth herein, the expected date of Cancellation
has changed and Cancellation it is now anticipated that the last
day of dealings in the Ordinary Shares on AIM will be on 20
February 2025 and that Cancellation will take effect from 7.00 a.m.
on 21 February 2025.
Revised timetable of principle
events
The revised expected timetable of
principal events is as follows:
Latest time
and date for receipt of Tender Forms and TTE
instructions
|
1.00 p.m.
on 18 February 2025
|
Tender
Offer Record Date
|
Close of
business on 18 February 2025
|
Announcement of result of Tender Offer
|
19
February 2025
|
Purchase of
Shares under the Tender Offer
|
20
February 2025
|
Last day of
dealings in the Ordinary Shares on AIM
|
20
February 2025
|
Expected
date of Cancellation
|
with
effect from 7.00 a.m. on 21 February 2025
|
Creation of
assured payment obligations for Tender Offer proceeds for
uncertificated Ordinary Shares
|
by 4 March
2025
|
Despatch of
cheques for Tender Offer proceeds and balance share certificates
for certificated holdings
|
by 4 March
2025
|
For
further information:
Argo Group Limited
Jeremy Bradshaw
Telephone: +44 (0)20 7016
7660
Panmure Liberum Limited
Nominated Adviser and
Broker
Atholl Tweedie
Telephone: +44 (0)20 7886
2500
For
more information visit:
www.argogrouplimited.com
IMPORTANT NOTICE
If Shareholders are in any doubt
about the contents of this announcement or the action they should
take, they are recommended to seek advice from their stockbroker,
solicitor, accountant, bank manager or other appropriately
authorised independent financial adviser authorised under the
Financial Services and Markets Act 2000 (as amended) if they are in
the United Kingdom or from another appropriately authorised
independent financial adviser if they are in a territory outside
the United Kingdom.
Panmure Liberum Limited ("Panmure
Liberum"), which is authorised and regulated by the FCA, is acting
as nominated adviser and broker to the Company for the purposes of
the AIM Rules. Persons receiving this announcement should note that
Panmure Liberum is acting exclusively for the Company and no one
else and will not be responsible to anyone, other than the Company,
for providing the protections afforded to customers of Panmure
Liberum or for advising any other person on the transactions and
arrangements described in this announcement. Panmure Liberum makes
no representation or warranty, express or implied, as to the
contents of this announcement and Panmure Liberum does not accept
any liability whatsoever for the accuracy of or opinions contained
(or for the omission of any material information) in this
announcement and shall not be responsible for the contents of this
announcement. Nothing in this paragraph shall serve to exclude or
limit any responsibilities which Panmure Liberum may have under
FSMA or the regulatory regime established thereunder.
This announcement is not intended
to, and does not, constitute or form part of any offer, invitation
or solicitation of any 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. Any offer
(if made) will be made solely by certain documentation which will
contain the full terms and conditions of any offer (if made),
including details of how such offer may be accepted. This
announcement has been prepared in accordance with English law and
the Code and information disclosed may not be the same as that
which would have been prepared in accordance with laws outside the
United Kingdom. The release, distribution or publication of this
announcement in jurisdictions outside the United Kingdom may be
restricted by the laws of the relevant jurisdictions and therefore
persons into whose possession this announcement comes should inform
themselves about, and observe, any such restrictions. Any failure
to comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This announcement includes
statements that are, or may be deemed to be, "forward-looking
statements". These forward-looking statements can be identified by
the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would",
"could" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not facts. They appear in a
number of places throughout this announcement and include
statements regarding the Directors' intentions, beliefs or current
expectations concerning, amongst other things, the Group's results
of operations, financial condition, liquidity, prospects, growth
and strategies. By their nature, forward-looking statements involve
risk and uncertainty because they relate to future events and
circumstances. A number of factors could cause actual results and
developments to differ materially from those expressed or implied
by the forward-looking statements, including, without limitation:
ability to find appropriate investments in which to invest and to
realise investments held by the Group; conditions in the public
markets; the market position of the Group; the earnings, financial
position, cash flows and return on capital of the Group; the
anticipated investments and capital expenditures of the Group;
changing business or other market conditions; and general economic
conditions.
Forward-looking statements contained
in this announcement based on past trends or activities should not
be taken as a representation that such trends or activities will
continue in the future. Subject to any requirement under the AIM
Rules, Prospectus Rules, the Disclosure and Transparency Rules or
other applicable legislation or regulation, the Company does not
undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Investors should not place undue reliance on
forward-looking statements, which speak only as of the date of this
announcement.
No statement in this announcement or
incorporated by reference into this announcement is intended to
constitute a profit forecast or profit estimate for any period, nor
should any statement be interpreted to mean that earnings or
earnings per share will necessarily be greater or less than those
for the preceding financial periods of the Company.