FX risk management and alternative banking solutions company Argentex has announced that it has reached agreement with IFX Payments, to accept IFX’s 2.49 pence per share offer for the company. IFX’s offer values Argentex at just £3 million – a 94% discount to the company’s £52 million valuation when Argentex’s shares last traded, on April 17.

The Argentex Directors said that they unanimously intend to recommend the Acquisition, which is still subject to a shareholder vote, which has yet to be scheduled.

In connection with the Acquisition, IFX Payments has provided Argentex with a secured bridging loan of £6.5 million. In addition, in order for Argentex to continue to service its existing customers, Argentex and IFX Payments are in discussions regarding the provision of further liquidity support to Argentex in the near term prior to the Acquisition becoming Effective. The Liquidity Support will be provided by IFX Payments on an arm’s-length basis.

Irrevocable undertakings to vote in favour of the Scheme have been received in respect of an aggregate of 70,161,376 Argentex Shares representing 58.26% of the existing issued ordinary share capital of Argentex.

Nigel Railton, Chairman of Argentex, said:

“This has been an extremely challenging last few days for Argentex but following swift action by the Board and its advisers, we believe that through the Acquisition we have secured the best outcome in very difficult circumstances for Argentex Shareholders.”

Will Marwick, Chief Executive Officer of IFX Payments, said:

“We are very pleased to announce the proposed acquisition of Argentex, which represents a significant step forward in our mission to become the leading, service led, alternative banking partner in EMEA for both corporate and financial institutions. Through the acquisition of Argentex, we enhance our regulated capabilities, diversify our product portfolio, particularly in FX risk management and institutional offering, and further expand our geographical reach and network. We look forward to the Argentex team joining us and working together towards our shared ambitions in the rapidly growing global payments and currency risk management solutions sectors.”

Background to and reasons for the Recommendation

Following Argentex’s recently published FY24 Annual Results on 2 April 2025 and subsequent associated results investor roadshow, Argentex has been exposed to significant volatility in foreign exchange rates, particularly in relation to the rapid devaluing of the US Dollar against other major benchmark currencies which has been precipitated by the various recent announcements from President Trump regarding tariff policies and US government spending cuts.

In light of these challenging market conditions, in recent days the Argentex Board began exploring potential options to secure additional funding and entered into discussions with a number of parties regarding expression of interest in Argentex. The Board also engaged with certain of Argentex’s leading institutional shareholders to explore the possibility for an urgent fundraising but concluded that this option was not viable in the circumstances.

On 22 April 2025, Argentex announced that it had experienced a rapid and significant impact on its near term liquidity position, driven by, inter alia, margin calls linked to its FX forward and options books. Argentex stated that it had taken a number of steps to preserve cash and increase the collateral received from its counterparties, but that if material volatility in currency markets persisted then Argentex’s financial liquidity position, if not strengthened in the near term, would be significantly stretched.

In light of these developments and the current material uncertainty, Argentex requested a suspension of trading in Argentex’s Shares on AIM with effect from 7.30 a.m. on 22 April 2025.

Argentex also announced a further deterioration in its liquidity position on 23 April 2025 and that it needed to secure immediate financing for Argentex to provide it with immediate working capital flexibility to assist with its near-term liquidity needs.

On 24 April 2025, the Board announced that it had reached agreement on the terms of the Bridge Loan Facility Agreement with IFX Payments.

Argentex CEO Jim Ormonde resigned his position with the company on 25 April 2025.

The Board and IFX Payments have now reached agreement on the terms and conditions of the Acquisition.

The Board believes the principal benefit of the Acquisition, the Bridge Loan Facility Agreement and any provision of further liquidity support to Argentex by IFX Payments is to provide Argentex with sufficient working capital to ensure the business remains solvent in light of the challenging trading conditions and market volatility outlined above.

In considering the financial terms of the Acquisition and determining whether they reflect an appropriate valuation of Argentex, the Argentex Directors have taken into account a number of factors including:

• the Acquisition will provide an opportunity for Argentex Shareholders to realise immediate value for their current investment upfront in cash as compared the likelihood of very limited or nil returns in the event that Argentex entered into insolvency proceedings;
• the certain cash value of the Acquisition should be weighed against the inherent uncertainty of Argentex’s current financial position;
• prior to agreeing the terms of the Acquisition, Argentex evaluated other expressions of interest in Argentex in order to ensure that the position of Argentex Shareholders was optimised based on the options available to it and concluded that the Acquisition was the most attractive for Argentex Shareholders. Argentex confirms it is no longer in discussions with any other party; and
• the views offered by certain Argentex Shareholders on the Acquisition terms and the fact that IFX Payments has received irrevocable undertakings in respect of 70,161,376 Argentex Shares representing, in aggregate, approximately 58.26 per cent. of Argentex’s total issued share capital as at 24 April 2025.

In addition to the financial terms, the Argentex Directors have also taken into account IFX Payments’ intentions concerning Argentex’s business, management team, employees and other stakeholders. The Argentex Directors note the importance IFX Payments attaches to the skill and experience of Argentex’s employees who will continue to be key to delivering high quality services to customers and IFX Payments’ vision for growth.

Accordingly, following careful consideration of the above factors the Argentex Directors intend to unanimously recommend that Argentex Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting.

Background to and reasons for the Acquisition

Notwithstanding the liquidity challenges Argentex is experiencing, IFX Payments is an admirer of Argentex’s achievements since formation in 2012, where it has established itself as a highly regarded foreign exchange operator and alternative banking platform, boasting a diverse client base having been trusted by over 5,000 corporate and institutional clients.

IFX Payments believes its strategic acquisition of the complementary Argentex business represents a compelling proposition and will facilitate a significant step forward in its mission to become the number one service led alternative banking partner in EMEA for corporates and financial institutions. The Acquisition, if completed, will allow IFX Payments to expand its regulated capabilities, strengthen its product suite, particularly in FX risk management and fund flows, and enhance its institutional client reach and geographical presence. The IFX Payments Directors believe that Combined Group will benefit from operational synergies and provide its customers with an enhanced product offering.

Furthermore, IFX Payments believes that the Argentex business will benefit from access to IFX Payments’ strong balance sheet and enhanced access to capital, positioning the Combined Group to capitalise on the significant, addressable market opportunity.

Irrevocable undertakings

The Argentex Directors who hold Argentex Shares, Heather Beckwith, John Beckwith, Mark Johnson, Nicola Bearman, Pacific Investments Management Limited, Piers Beckwith, Gresham House Asset Management Limited, Harwood Capital LLP, Andrew Egan, Jim Ormonde and Harry Adams have irrevocably undertaken to vote (or, where applicable, procure voting) in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer) in respect of their own beneficial holdings (and, in the case of Director Shareholders, have undertaken to procure that their connected parties, including close relatives and related trusts do so in respect of their respective beneficial holdings) of, in aggregate, 70,161,376 Argentex Shares, representing approximately 58.26% of the existing issued ordinary share capital of Argentex as at the Latest Practicable Date. The irrevocable undertakings remain binding in the event of a competing offer.

Information on IFX Payments

IFX Payments is a global fintech company headquartered in London, offering innovative digital payment and foreign exchange solutions for businesses. Its flagship platform, ibanq, provides corporate and institutional clients with a multi-currency virtual IBAN account, allowing seamless management of up to 46 currencies from a single interface. IFX Payments has seen substantial growth, reporting £41 million in revenue and a 56 per cent. profit before tax increase of £6.0 million to £9.4 million for the 2023/24 financial year. IFX Payments continues to expand internationally, recently acquiring a Foreign Money Services Business licence in Canada and authorisation to provide money services in Dubai under a DFSA authorisation.

Information on Argentex

Argentex is a provider of currency risk management and alternative banking, with a history in providing a range of services to its clients since inception in 2012. The company is headquartered in London and admitted to trading on the London Stock Exchange’s AIM market in mid-2019. Argentex has since added operations in Amsterdam, Dubai and Australia whilst expanding its product offering.

Argentex provides an alternative to traditional banks, offering bespoke global payment and currency risk management services. The company executes FX spot, forward and structured solutions on behalf of clients, providing value through flexibility, competitive pricing and its experienced employees.

Suspension of trading on AIM

Notwithstanding the provision of the £6.5 million bridging loan by IFX Payments and discussions between Argentex and IFX Payments regarding further Liquidity Support, in light of the requirement for Argentex to secure significant further immediate ongoing liquidity support within the next week, trading in Argentex Shares will remain suspended. In the absence of the Bridge Loan Facility Agreement the Board would have taken immediate steps to protect value in the business for Argentex’s creditors and other stakeholders. Further announcements will be made in due course.

Timetable and conditions

It is intended that the Acquisition will be implemented by way of the Scheme (although IFX Payments reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel and the terms of the Co-operation Agreement). The terms of the Acquisition will be put to Argentex Shareholders at the Court Meeting and the General Meeting (which is expected to take place immediately following the Court Meeting). The Meetings are required to enable Argentex Shareholders to consider and, if thought fit, vote in favour of resolutions to approve the Scheme and its implementation. In order to become Effective, the Scheme must be approved at the Court Meeting by a majority in number of Scheme Shareholders, present and voting (and entitled to vote), whether in person or by proxy, representing 75 per cent. or more in nominal value of the Scheme Shares held by those Scheme Shareholders. The Scheme also requires the passing at the General Meeting of the Resolutions. Following the Court Meeting and the General Meeting, the Scheme must also be sanctioned by the Court. The Scheme is expected to become Effective during the second half of the calendar year 2025.

The Acquisition will be on the certain terms and subject to the Conditions, to be set out in the Scheme Document. The Conditions include, amongst others:

• receipt of regulatory approval from the FCA, DFSA and Dutch Central Bank, in each case, either unconditionally or subject to terms and conditions satisfactory to IFX Payments (acting reasonably); and
• No member of the Argentex Group taking steps or having steps taken against them for their winding-up or the commencement of any other insolvency related process.

Full details of the Acquisition will be provided in the Scheme Document. It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Meetings, together with the associated forms of proxy, will be posted to Argentex Shareholders within 28 days of this announcement (or such later time as Argentex and IFX Payments may agree, with the consent of the Panel). An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document.