REG - Frenkel Topping Grp - Form 8 (OPD) Frenkel Topping Group

Frenkel ToppingAnnouncement

11/06/2025 15:45

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RNS Number : 4554M  Frenkel Topping Group PLC  11 June 2025

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Frenkel Topping Group Plc
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Frenkel Topping Group Plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         11/06/2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:                                          Ordinary Shares of 0.5 pence each

                                                                      Interests             Short positions

                                                                      Number     %          Number     %
 (1) Relevant securities owned and/or controlled:                     nil        0          nil        0
 (2) Cash-settled derivatives:                                        nil        0          nil        0

 (3) Stock-settled derivatives (including options) and agreements to  nil        0          nil        0
 purchase/sell:
                                                                      nil        0          nil        0

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   None
 Details, including nature of the rights concerned and relevant percentages:  None

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 1. Directors' interests

 (a)  Ordinary shares held by the directors of Frenkel Topping Group Plc,
 their close relatives and related trusts:

Name                                            Job Title  Number of Ordinary Shares  Percentage of Issued Share Capital
 Richard Fraser and persons closely associated*  CEO        1,895,907                  1.68
 Mark Holt and persons closely associated**      COO        459,791                    0.36
 Elaine Cullen-Grant                             CFO        120,000                    0.09
 Tim Linacre                                     NED        42,500                     0.03

 

 *Persons closely associated to Richard Fraser is his wife, Mrs N Fraser

 ** Persons closely associated to Mark Holt is his wife, Mrs J Holt

 (b)  Options and awards granted under Frenkel Topping Group Plc's share plans
 held by the directors of Frenkel Topping Group Plc, their close relatives and
 related trusts:

Name                 Share Plan       Date of Grant  Number of Ordinary  Vesting Date                Exercise Price (per share)  Expiry Date
 Richard Fraser       EMI unapproved   26/08/2016     315,000             Vested                      All 0.5p                    24/08/2026

            EMI unapproved   12/03/2018     250,000             Vested                                                  12/03/2028

            LTIP             18/03/2021     2,000,000           Subject to Board Approval                               18/03/2031
 Mark Holt            EMI unapproved   12/03/2018     83,500              Vested                      13.5p                       12/03/2028

            EMI unapproved   12/03/2018     750,000             Vested                      All 0.5p                    12/03/2028

            LTIP             18/03/2021     1,500,000           Subject to Board Approval                               18/03/2031
 Elaine Cullen-Grant  LTIP             18/03/2021     1,500,000           Subject to Board Approval   0.5p                        18/03/2031

 

 Definitions:

 -       EMI: Enterprise Management Incentive

 

*Persons closely associated to Richard Fraser is his wife, Mrs N Fraser

 

** Persons closely associated to Mark Holt is his wife, Mrs J Holt

 

(b)  Options and awards granted under Frenkel Topping Group Plc's share plans
held by the directors of Frenkel Topping Group Plc, their close relatives and
related trusts:

 

 Name                 Share Plan       Date of Grant  Number of Ordinary  Vesting Date                Exercise Price (per share)  Expiry Date
 Richard Fraser       EMI unapproved   26/08/2016     315,000             Vested                      All 0.5p                    24/08/2026

                      EMI unapproved   12/03/2018     250,000             Vested                                                  12/03/2028

                      LTIP             18/03/2021     2,000,000           Subject to Board Approval                               18/03/2031
 Mark Holt            EMI unapproved   12/03/2018     83,500              Vested                      13.5p                       12/03/2028

                      EMI unapproved   12/03/2018     750,000             Vested                      All 0.5p                    12/03/2028

                      LTIP             18/03/2021     1,500,000           Subject to Board Approval                               18/03/2031
 Elaine Cullen-Grant  LTIP             18/03/2021     1,500,000           Subject to Board Approval   0.5p                        18/03/2031

 

Definitions:

-       EMI: Enterprise Management Incentive

 

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  11/06/2025
 Contact name:        Elaine Cullen-Grant, Chief Financial Officer
 Telephone number:    0161 302 0623

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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