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Argus announces important milestone towards completing combination

Hamilton, Bermuda (4 December 2024) Argus Group Holdings Limited (“Argus”) (BSX: AGH) announces that following receipt of all requisite regulatory approvals and confirmations of no objections (as applicable), on 4 December 2024, Holdco 123 Limited, a subsidiary of Argus, commenced the process to acquire 3,394,403 shares in BF&M (“BF&M Shares”) from Lawrie (Bermuda) Limited, a wholly owned subsidiary of Camellia Plc, pursuant to a share purchase agreement announced on 6 June 2023. Completion is expected imminently.

Under the terms of the Amalgamation Agreement announced on 28 June 2024, completion of this share transaction is a condition to completion of the proposed Amalgamation of Argus with a wholly-owned subsidiary of BF&M. Argus will shortly set the record date for the Argus shareholder meeting at which Argus shareholders will be given the opportunity to vote on the Amalgamation.

In order to fund part of the purchase price of the BF&M shares described above, Argus incurred secured debt of $50 million pursuant to a senior facility agreement entered into by Argus with HSBC Bank Bermuda Limited and Truist Securities Inc., which is due three years from the date hereof (unless extended). Following completion of the proposed Amalgamation, this debt will be assumed by the combined group.

In connection with the respective share transactions announced today:

Moelis & Company LLC is serving as exclusive financial advisor and capital markets advisor to Argus; and Truist Securities, Inc is serving as capital markets advisor to Argus.