REG - Frenkel Topping Grp Harwood Pvt. Equity - Extension of PUSU Deadline

Frenkel ToppingAnnouncement

Mon 07:00

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RNS Number : 8600O  Frenkel Topping Group PLC  30 June 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 SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL ULTIMATELY BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UNITED
KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMENDED ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

For immediate release

 

30 June 2025

Frenkel Topping Group plc

("Frenkel Topping" or the "Company")

Extension of PUSU Deadline

On 2 June 2025, it was announced that Harwood Private Equity LLP ("Harwood")
and the independent directors of the Company (the "Independent Directors")
were in discussions with respect to a possible cash offer to be made by
Harwood for the entire issued and to be issued ordinary share capital of
Frenkel Topping (the "2.4 Announcement"). Defined terms in this announcement
are the same as the 2.4 Announcement except as otherwise stated.

Given that discussions between the Company and Harwood remain ongoing, the
Independent Directors have requested, and the Panel has consented to, an
extension to the date by which Harwood is required either to announce a firm
intention to make an offer for the Company in accordance with Rule 2.7 of the
Code or to announce that it does not intend to make an offer, in which case
the announcement would be treated as a statement to which Rule 2.8 of the Code
applies. Such announcement must now be made by not later than 5.00pm on 28
July 2025. This deadline can be further extended with the agreement of the
Independent Directors and the consent of the Panel in accordance with Rule
2.6(c) of the Code.

This announcement does not amount to a firm intention to make an offer under
Rule 2.7 of the Code, and there can be no certainty that any offer will
ultimately be made for the Company.

A further announcement(s) will be made in due course as and when appropriate.
This announcement has been made with the consent of Harwood.

The Company remains in an 'offer period' in accordance with the rules of the
Code and the attention of the Company's shareholders is drawn to the
continuing disclosure requirements of Rule 8 of the Code, which are summarised
below.

Enquiries:

 Frenkel Topping Group plc
 Richard Fraser, Chief Executive Officer                                  Tel: +44 (0) 161 886 8000

 Cavendish Capital Markets Limited                                        Tel: +44 (0) 207 220 0500

 (Financial Adviser, Nominated Adviser & Broker to Frenkel Topping)
 Henrik Persson

 Marc Milmo
 Finn Gordon

 Isaac Hooper

Important notices

For the purposes of MAR, this announcement is being made on behalf of Frenkel
Topping by Richard Fraser, CEO.

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser, nominated adviser and broker to Frenkel
Topping and no one else in connection with the Possible Offer, and will not be
responsible to anyone other than Frenkel Topping for providing the protections
afforded to its clients or for providing advice in connection with the
Possible Offer or any other matter referred to herein.

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an 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, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by way of
certain offer documentation which will contain the full terms and conditions
of any offer, including details of how it may be accepted or approved. The
release, distribution or publication of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about and observe any applicable requirements.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Publication on websites

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available (subject to certain restrictions relating to persons resident
in restricted jurisdictions), on Frenkel Topping's website at
www.frenkeltoppinggroup.co.uk/investor-shareholder-information by no later
than 12.00 noon (London time) on the business day following the date of this
announcement. For the avoidance of doubt, the content of the website referred
to in this announcement are not incorporated into and do not form part of this
announcement.

 

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