REG - Frenkel Topping Grp - Result of Placing

Frenkel ToppingAnnouncement

23/07/2020 07:00

RNS Number : 8180T
  
Frenkel Topping Group PLC
  
23 July 2020
  
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF FRENKEL TOPPING GROUP PLC IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION INCLUDED IN APPENDIX II TO THE COMPANY'S ANNOUNCEMENT OF 4:49 PM ON 22 JULY 2020. 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
23 July 2020
Frenkel Topping Group plc
("Frenkel Topping", the "Company" or the "Group")
Result of Placing
Frenkel Topping Group plc  (AIM: FEN), a specialist independent financial adviser and wealth manager focused on asset protection for clients, is pleased to announce that, further to the announcement made at 4.49 p.m. on 22 July 2020 (the "Placing Announcement"), it has successfully completed the oversubscribed Placing which is now closed.
The Placing has raised £13 million (before expenses) through the placing of 32,500,000 new Ordinary Shares at an Issue Price of 40 pence per share. 
The net proceeds of the Placing will be used to:

·       accelerate the Company's vision of becoming the market leader in providing a full service offering to clients and claimants, particularly in PI and Clin Neg; and

 

·       consolidate the heavily fragmented pre-settlement professional services market by targeting acquisitions that have clear synergies in the PI and Clin Neg sectors in order to scale routes into growing AUM mandates from successful claims.

 
Directors' participation in the Placing
Certain of the Directors have agreed to subscribe for Placing Shares at the Issue Price. The number of Placing Shares subscribed for by each of these Directors pursuant to the Placing, and their resulting shareholdings on Admission, are set out below:




 


 


As at the date of this announcement


 


Immediately following Admission




Name


Role 


No. of Existing Ordinary Shares


Percentage of Existing Ordinary Share capital


No. of Placing Shares subscribed for


 


No. of Ordinary Shares held following Admission


Percentage of Enlarged Share capital




Mark Holt


MD


166,666


0.22


163,125


 


329,791


0.31




Elaine Cullen-Grant


CFO


0


0


120,000


 


120,000


0.11




 
Related Party Transactions:
Mark Holt and Elaine Cullen-Grant's participation in the Placing, as set out above, constitute related party transactions pursuant to Rule 13 and Rule 16 of the AIM Rules. The Independent Directors being Tim Linacre (Independent Non-Executive Director and Chairman) and Richard Fraser (CEO) consider, having consulted with the Company's nominated adviser, finnCap, that the terms upon which Mr. Holt and Mrs. Cullen-Grant are participating in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.
In addition, North Atlantic Smaller Companies Investment Trust plc ("NASCIT") is subscribing for 9,000,000 Placing Shares in the Placing at the Issue Price. The subscription by NASCIT constitutes a related party transaction for the purposes of the AIM Rules by virtue of NASCIT being a substantial shareholder of the Company and Christopher Mills, CEO of NASCIT, being a Non-Executive Director of the Company. The Independent Directors consider, having consulted with the Company's nominated adviser, finnCap, that the terms upon which NASCIT is participating in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.
Admission and dealings 
Application will be made to the London Stock Exchange plc for Admission of the Placing Shares to trading on AIM.
The Placing of 32,500,000 new Ordinary Shares is conditional upon, inter alia, the passing of the Resolutions at the General Meeting. It is expected that the Placing Shares will be admitted to trading on AIM at 8.00 a.m. on 18 August 2020 (or such later date as may be agreed between the Company and finnCap, but no later than 9 September 2020).
Total Voting Rights
Following the Admission of the Placing Shares, the total number of Ordinary Shares in the Company will be 108,051,641. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure and Transparency Rules.
 
Richard Fraser, Chief Executive Officer of Frenkel Topping said:
"This is an exciting time for Frenkel Topping and today's Placing is a transformative step towards achieving our ambition of becoming the market leader in the PI and Clin Neg marketplace, where we have more than 40 years of expertise. The net proceeds of the Placing and the Acquisition of Forths builds on our strong organic growth as we become the largest independent provider of financial expert witness reports to the claimant marketplace. We have known Forths for many years and not only is this business a good strategic fit, our discussions have shown we have similar cultures with a shared customer centric ethos. 
"Looking ahead, the Placing enables us to capitalise on the significant opportunities available, to acquire pre-settlement professional services business in the PI and Clin Neg markets and provide claimants with a full-service offering. 
"We are delighted with the strong support shown by both new and existing investors and it is particularly pleasing to see high-quality institutional investors join our shareholder register.  
The Board and the management team look forward to building on our success by continuing to grow our core business as well as executing our buy and build strategy, delivering high-quality services to our clients and generating strong and sustainable returns for our shareholders."
 
For further information please contact:




Frenkel Topping Group plc


www.frenkeltoppinggroup.co.uk




Richard Fraser, Chief Executive Officer


Tel: 0161 886 8000




 


 




finnCap Ltd


Tel: 020 7220 0500




Carl Holmes/James Thompson/Matthew Radley (Corporate Finance)
Tim Redfern/Richard Chambers (ECM)


 




 


 




TB Cardew


frenkeltopping@tbcardew.com




Tom Allison
Shan Willenbrock
Olivia Rosser
 


Tel: 020 7930 0777
Tel: 07775 848537
Tel: 07552 864250




 
 


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