REG - Frenkel Topping Grp Harwood Pvt. Equity - Recommended Offer for Frenkel Topping Group Plc
30/09/2025 18:00
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RNS Number : 4968B Frenkel Topping Group PLC 30 September 2025
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THE FOLLOWING ANNOUNCEMENT IS NOT A PROSPECTUS OR CIRCULAR OR PROSPECTUS
EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN
RELATION TO FRENKEL TOPPING GROUP PLC's ORDINARY SHARES OR THE ALTERNATIVE
OFFER EXCEPT ON THE BASIS OF THE INFORMATION TO BE SET OUT IN THE SCHEME
DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE.
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 ENGLISH LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED BY VIRTUE OF
THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019. UPON PUBLICATION OF
THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
30 September 2025
RECOMMENDED OFFER
for
FRENKEL TOPPING GROUP PLC
by
IRWELL FINANCIAL SERVICES BIDCO LIMITED
(a newly formed company indirectly owned by a limited partnership
managed by Harwood Private Equity LLP)
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER PART 26 OF THE COMPANIES ACT 2006
Summary and Highlights:
· The board of directors of Irwell Financial Services Bidco
Limited ("Irwell Bidco") and the Independent Directors of Frenkel Topping
Group plc ("Frenkel Topping" or the "Company") are pleased to announce that
they have reached agreement on the terms and conditions of a recommended offer
to be made by Irwell Bidco for the entire issued, and to be issued, ordinary
share capital of Frenkel Topping (the "Offer"). It is intended that the Offer
will be effected by way of a Court-sanctioned scheme of arrangement between
Frenkel Topping and its shareholders under Part 26 of the Companies Act 2006,
although Irwell Bidco reserves the right to elect to implement the Offer by
way of a Takeover Offer (subject to the consent of the Panel).
· Irwell Bidco is a private limited company incorporated in
England and Wales, which was recently established, along with its related
parent company, Irwell Financial Services Holdco Limited ("Irwell Holdco"),
and other group entities, Irwell Financial Services Midco 1 Limited ("Irwell
Midco 1") and Irwell Financial Services Midco 2 Limited ("Irwell Midco 2"), by
Harwood Private Equity LLP ("Harwood") (on behalf of certain clients and funds
managed, advised by and/or otherwise connected with Harwood and its related
group companies (together, the "Harwood Funds")) specifically for the purpose
of making the Offer.
· Harwood is a private investment management firm engaged in the
provision of discretionary investment management and/or advisory services to
its clients. Following successful implementation of the Proposals, Irwell
Bidco via Irwell Holdco will be ultimately beneficially owned by the Harwood
Funds, David Barral (Executive Chairman designate of Frenkel Topping, Irwell
Bidco and Irwell Holdco), a co-investor, Momentum S.à.r.l. ("Momentum"), and
those Voting Scheme Shareholders who have validly elected for the Alternative
Offer (as described below). Irwell Bidco is to be funded for the purposes of
the Offer by a combination of bank debt, via the Santander Debt Facility
Agreement, and equity and loan notes, via the Subscription Agreement, details
of which are provided in sections 11 and 12 below.
· Frenkel Topping (AIM: FEN) is an AIM-quoted specialist
financial and professional services firm operating within the personal injury
and clinical negligence marketplace. Through, inter alia, its professional
services division, with its differentiated IFA offering, and its discretionary
fund manager, Ascencia, the Frenkel Topping Group provides specialist
expertise and services throughout the lifecycle of a personal injury or
clinical negligence claim from pre-settlement, at-settlement and
post-settlement to help achieve the best long-term outcomes for its clients
after injury.
· Under the terms of the Offer, Scheme Shareholders on the
register of members at the Scheme Record Time will be entitled to receive:
The Cash Offer
for each Scheme Share held: 50 pence in cash; and
1 Contingent Value Right.
OR
The Alternative Offer
for each Scheme Share held: 10 pence in cash; and
1 Irwell Holdco Unit, comprising:
o a 1 penny Irwell Holdco Ordinary Share;
o 6 pence in Irwell Midco 1 Loan Notes; and
o 33 Irwell Holdco Preference Shares of 1 penny each.
Scheme Shareholders will be entitled to elect to receive the Alternative Offer
in respect of some or all of their holding of Scheme Shares (subject to the
Alternative Offer Maximum Cap (as defined below) in respect of Voting Scheme
Shareholders) with the remainder of their holding receiving the Cash Offer
pursuant to the terms of the Scheme.
The Cash Offer
· Under the terms of the Cash Offer, each Scheme Shareholder
shall be entitled to receive fixed consideration of 50 pence in cash for each
Scheme Share held (the "Fixed Consideration"). In addition, each Scheme
Shareholder will be entitled to receive one Contingent Value Right (the "CVR")
for each Scheme Share held (the "CVR Consideration"), which would entitle them
to potentially receive a deferred payment of up to an additional 10 pence per
CVR in the form of CVR Loan Notes if, on a future Exit Event, the value
achieved for the Irwell Holdco Ordinary Shares is in excess of 100 pence per
Irwell Holdco Ordinary Share (the "Hurdle Price"), with such Hurdle Price
being calculated after the repayment in full of any Irwell Midco 1 Loan Notes
then outstanding (including accrued payment-in-kind interest thereon) and the
redemption in full of any Irwell Holdco Preference Shares then outstanding.
· The maximum potential CVR Consideration payable pursuant to the
Cash Offer, as detailed further below, amounts to 10 pence per Scheme Share
(the "Maximum Potential CVR Consideration"). Accordingly, the Fixed
Consideration and the Maximum Potential CVR Consideration, in aggregate, could
amount to up to 60 pence per Scheme Share (the "Maximum Potential
Consideration").
· The CVR is a complex instrument and a number of factors will
determine the future amount, if any, that may ultimately be paid to Scheme
Shareholders receiving the Cash Offer under such instrument. Whilst the Irwell
Holdco Board is confident in its ability to achieve a successful exit from its
investment in Frenkel Topping in due course, the minimum payment under the CVR
is uncertain and could be zero. Further details in respect of the CVR are set
out in Appendix II to this Announcement and will also be set out in the Scheme
Document.
· The Fixed Consideration of 50 pence per Scheme Share values the
entire existing issued ordinary share capital of Frenkel Topping at
approximately £64.0 million.
· The Fixed Consideration of 50 pence per Scheme Share, together
with the 2024 Final Dividend of 1.375 pence per Frenkel Topping Share, values
the entire existing issued ordinary share capital of Frenkel Topping at
approximately £65.8 million and represents a premium of approximately:
(i) 12.9 per cent. to the Closing Price of 45.5 pence per Frenkel Topping
Share on 29 September 2025 (being the last Business Day prior to the date of
this Announcement);
(ii) 19.5 per cent. to the Closing Price of 43.0 pence per Frenkel Topping
Share on 30 May 2025 (being the last Business Day prior to the date of the
Possible Offer Announcement); and
(iii) 39.3 per cent. to the volume-weighted average price of 36.9 pence per
Frenkel Topping Share for the six-month period ended on and including 30 May
2025 (being the last Business Day prior to the date of the Possible Offer
Announcement).
· If any dividend (save for the 2024 Final Dividend), other
distribution or return of capital or value is authorised, declared, made or
paid or becomes payable in respect of Frenkel Topping Shares on or after the
date of this Announcement and prior to the Offer becoming Effective, Irwell
Bidco reserves the right to reduce the Offer Price (and, as the case may be,
the Alternative Offer consideration) by the aggregate amount of such further
dividend, distribution or return of capital or value, in which case any
reference in this Announcement to the consideration payable under the terms of
the Offer will be deemed to be a reference to the consideration as so reduced.
The Alternative Offer
· Under the terms of the Alternative Offer, each Scheme
Shareholder (other than Restricted Overseas Shareholders) that validly elects
for the Alternative Offer shall be entitled to receive 10 pence in cash (the
"Alternative Offer Cash Consideration"), one Irwell Holdco Ordinary Share, 6
pence in Irwell Midco 1 Loan Notes, and 33 Irwell Holdco Preference Shares
(together comprising one "Irwell Holdco Unit").
· The Alternative Offer is not subject to any minimum floor but
is subject to a maximum cap on the number of elections for such Alternative
Offer, this maximum cap being equal to 25 per cent. of the existing issued
ordinary share capital of Frenkel Topping (the "Alternative Offer Maximum
Cap"). Should valid elections be received from Voting Scheme Shareholders
holding, in aggregate, in excess of the Alternative Offer Maximum Cap then
such excess elections for the Alternative Offer will be subject to "scale
back" on a pro rata basis (excluding NASCIT, as defined and set out and
explained below). Voting Scheme Shareholders will receive their entitlements
under the Cash Offer in respect of any scaled back elections.
· North Atlantic Smaller Companies Investment Trust PLC
("NASCIT"), being one of the Harwood Funds, currently holds, in aggregate,
38,350,000 Frenkel Topping Shares, representing approximately 29.96 per cent.
of Frenkel Topping's existing issued ordinary share capital. As further
explained below in sections 1, 7 and 9.3 of this Announcement, NASCIT is not a
Voting Scheme Shareholder, is acting in concert with Harwood and the Irwell
Holdco Group, and is one of the funders of the Offer. Accordingly, NASCIT is
not subject to the Alternative Offer Maximum Cap and pursuant to the terms of
the Subscription Agreement, further details of which are set out in section 12
of this Announcement and its irrevocable undertaking detailed in section 3 of
Appendix IV to this Announcement, NASCIT has agreed to elect for the
Alternative Offer in respect of its entire existing holding of Frenkel Topping
Shares and to, inter alia, re-invest its consequent entitlement to the
Alternative Offer Cash Consideration and entitlement to the 2024 Final
Dividend (as detailed below) into additional Irwell Holdco Units (together,
the "NASCIT Reinvestment Amount").
· The Alternative Offer enables those electing Scheme
Shareholders (other than Restricted Overseas Shareholders) to continue to
retain an interest in Frenkel Topping as a private company. The Irwell Holdco
Ordinary Shares, Irwell Midco 1 Loan Notes and Irwell Holdco Preference Shares
together comprise an unlisted unit. It is, however, intended that the Irwell
Holdco Ordinary Shares and Irwell Holdco Preference Shares will be stapled
together and that, following successful completion of the Offer, applications
will be made for such Irwell Holdco Shares to be traded on a suitable UK
matched bargain facility platform and for the Irwell Midco 1 Loan Notes to be
separately traded on The International Stock Exchange ("TISE") to enable
Irwell Holdco's shareholders to potentially buy and sell such securities
thereafter. The Alternative Offer will be subject to certain restrictions as
regards Restricted Overseas Shareholders.
· For the purposes of Rule 24.11 of the Code, Strand Hanson, as
financial adviser to Harwood and the Irwell Holdco Group, will provide an
estimate of value of an Irwell Holdco Unit, together with the underlying
assumptions, qualifications and caveats forming the basis of its estimate of
value, in a letter to be included in the Scheme Document. Further information
in respect of the Irwell Holdco Units and the Alternative Offer are set out in
section 3 of, and Appendix V to, this Announcement and will also be set out in
the Scheme Document.
The Final Dividend
· In addition, all Frenkel Topping Shareholders (regardless of
whether they receive the Cash Offer and/or the Alternative Offer) will remain
entitled to receive the proposed final dividend declared in respect of Frenkel
Topping's financial year ended 31 December 2024 of 1.375 pence per Frenkel
Topping Share, as set out in its annual report for its financial year ended 31
December 2024 (the "2024 Final Dividend"). The 2024 Final Dividend is
currently expected to be paid by Frenkel Topping on 17 October 2025 to all
Frenkel Topping Shareholders on the register at close of business on 3 October
2025.
The Scheme
· Implementation of the Scheme will be subject to, inter alia,
the sanction of the Court, the approval of Voting Scheme Shareholders at the
Court Meeting and Frenkel Topping Shareholders at the General Meeting, and the
approval of the Financial Conduct Authority. The Scheme Document, setting out
full details of the Scheme, formal notices of the Court Meeting and the
General Meeting, and the procedures to be followed by Frenkel Topping
Shareholders to approve the Scheme, together with the associated Form of
Election and Forms of Proxy, is expected to be despatched to Frenkel Topping
Shareholders and, for information purposes only, to participants in the
Frenkel Topping Share Option Schemes in October 2025 and in any event within
28 days from the date of this Announcement, unless otherwise agreed with the
Panel. The Court Meeting and the General Meeting are expected to be held in
November 2025.
· If the Scheme does not become Effective by the Long Stop Date,
the Proposals will lapse except where the approval of Voting Scheme
Shareholders at the Court Meeting and Frenkel Topping Shareholders at the
General Meeting is obtained before such date, in which case the Long Stop Date
for the Proposals may be extended to such later date as Irwell Bidco, in
consultation with Santander and the Independent Directors of Frenkel Topping,
may agree and, if appropriate, the Court and the Panel may approve.
Background to, and reasons for, the recommendation of the Offer by the
Independent Directors
The committee of Independent Directors
· Christopher Mills, Non-Executive Chairman of Frenkel Topping,
is also a director and the controlling shareholder of Harwood Capital
Management which is the parent company of Harwood. In addition, Mr Mills is
the Chief Executive and Investment Manager and a substantial shareholder of
NASCIT. In light of Mr Mills' connections with, and significant interests in,
both Harwood and NASCIT, he has not participated in the appraisal of the Offer
by the Board of Frenkel Topping as he is not considered to be independent for
the purposes of the Offer.
· The Board of Frenkel Topping therefore constituted a committee
of the five remaining independent directors for the purposes of carefully
evaluating and ultimately recommending the Offer (the "Independent
Directors").
Background
· The Frenkel Topping Group's strategy has been focused on
consolidating the fragmented personal injury and clinical negligence space to
provide a comprehensive suite of services to clients and deliver a
best-in-class service offering from immediately after injury or illness for
the rest of their lives. This strategy has seen the Company increase its
revenues over the last twenty years from approximately £1 million in the
financial year ended 31 December 2004 to over £37 million in the financial
year ended 31 December 2024.
· The Independent Directors are confident that management's
existing strategy will continue to deliver both future growth and business
improvement. The Independent Directors are pleased with the progress made to
date and believe that, given the breadth of the Frenkel Topping Group's
offering, the Frenkel Topping Group is well positioned strategically to
benefit from the market opportunities ahead of it and remain confident that
the execution of the Frenkel Topping Group's strategy will deliver growth and
create shareholder value over a medium to long-term view.
· Equally, the Independent Directors are cognisant of the risks
and uncertainties inherent in successfully implementing, and delivering
against, management's strategic plan. As has been evidenced over the last
couple of years, the Independent Directors recognise that the Frenkel Topping
Group is not immune to factors outside of its control such as the recent
volatile and uncertain global macroeconomic environment and the volatility of
global stock markets, all of which have contributed to a challenging market
backdrop.
· This backdrop has led to the Company having to contend with
issues such as, inter alia, (i) the high-interest rate environment witnessed
in 2023 and 2024 that impacted the anticipated growth of funds under
management within Ascencia, (ii) amendments to the Frenkel Topping Group's
charging structures due to Consumer Duty requirements and (iii) a higher than
anticipated cost base emanating from rises in employer's national insurance
contributions and the National Minimum Wage in the UK. All of these matters,
together with certain specific challenges experienced by parts of the Frenkel
Topping Group, have adversely affected the Company's performance.
· The Independent Directors believe that continued investment
will be needed to enable the Frenkel Topping Group to continue to grow, both
in the business itself but also in continued M&A activity that has formed
an important part of the Frenkel Topping Group's growth to date. The
Independent Directors recognise Harwood's established track record of
investing in businesses of a similar nature and the capital support that
Irwell Holdco would be able to provide to enable the Frenkel Topping Group to
continue to grow. Given Harwood's considerable experience and Irwell Bidco's
stated intentions for the Company, the Independent Directors believe that
Irwell Holdco is well placed to support the next phase of Frenkel Topping's
growth.
· The Independent Directors believe that the Cash Offer provides
Frenkel Topping Shareholders with the opportunity to realise their investment
in the Company in full, which provides Frenkel Topping Shareholders with an
immediate and certain value in cash relative to the execution risks inherent
in delivering the Company's strategic plan over the medium to longer-term.
Whilst the Independent Directors can provide no opinion on the likelihood of
an Exit Event being achieved nor as to whether there is any value attributable
to the CVR, they do acknowledge that the CVR that forms part of the Cash Offer
provides the potential for additional deferred consideration over and above
the cash component of the Cash Offer.
· Finally, the Independent Directors note that NASCIT already
holds approximately 29.96 per cent. of Frenkel Topping's existing issued
ordinary share capital and that Irwell Bidco has obtained irrevocable
undertakings and a letter of intent to vote in favour of the Scheme at the
Court Meeting from Voting Scheme Shareholders representing, in aggregate,
36.69 per cent. of the Voting Scheme Shares. Given such ownership platform and
level of support for the Offer, the Independent Directors consider that it is
in the interests of all Frenkel Topping Shareholders to be given the
opportunity to consider the merits of the Offer.
Independent Directors' recommendation
· The Independent Directors, who have been so advised by
Cavendish Capital Markets Limited ("Cavendish"), the Company's financial
adviser, nominated adviser and broker, as to the financial terms of the Offer,
consider the terms of the Cash Offer to be fair and reasonable. In providing
its advice to the Independent Directors, Cavendish has taken into account the
commercial assessments of the Independent Directors. Cavendish is providing
independent financial advice to the Independent Directors for the purposes of
Rule 3 of the Code.
· The Independent Directors have reviewed the terms of the
Alternative Offer and duly noted the advantages and disadvantages of the
Alternative Offer highlighted in section 3.3 of this Announcement. For the
reasons set out in section 6 of this Announcement, the Independent Directors
are unable to form a view as to whether or not the terms of the Alternative
Offer are fair and reasonable and accordingly do not intend to make a
recommendation to Scheme Shareholders in relation to the Alternative Offer.
Frenkel Topping Shareholders should have regard to their own particular
circumstances and are encouraged to obtain their own independent financial
advice when deciding whether or not to elect for the Alternative Offer.
Irrevocable undertakings and letter of intent
· The Independent Directors who currently beneficially hold or
control Frenkel Topping Shares have provided irrevocable undertakings to vote
(or instruct the vote) in favour of the Proposals in respect of their own
beneficial shareholdings (or the shareholdings they control), amounting, in
aggregate, to 2,518,198 Frenkel Topping Shares representing approximately 1.97
per cent. of Frenkel Topping's existing issued ordinary share capital and
approximately 2.81 per cent. of the Voting Scheme Shares. Further details of
these irrevocable undertakings are set out in Appendix IV to this
Announcement.
· Irwell Bidco has also received irrevocable undertakings to vote
(or procure the vote) in favour of, or accept (or procure the acceptance of)
(as applicable), the Proposals from certain institutional and other
shareholders in Frenkel Topping, being IPGL Limited and Onward Opportunities
Limited, in respect of, in aggregate, 19,102,876 Frenkel Topping Shares,
representing approximately 14.92 per cent. of Frenkel Topping's existing
issued ordinary share capital and approximately 21.31 per cent. of the Voting
Scheme Shares.
· In addition, Irwell Bidco has received a letter of intent to
vote (or procure the vote) in favour of, or accept (or procure the acceptance
of) (as applicable), the Proposals from a further institutional shareholder in
Frenkel Topping, being Downing LLP, in respect of 11,276,160 Frenkel Topping
Shares representing approximately 8.81 per cent. of Frenkel Topping's existing
issued ordinary share capital and approximately 12.58 per cent. of the Voting
Scheme Shares.
· Accordingly, Irwell Bidco has received irrevocable undertakings
and a letter of intent to vote (or, where applicable, instruct or procure
voting) in favour of the resolutions relating to the Proposals at the
Meetings, in respect of, in aggregate, 32,897,234 Frenkel Topping Shares
(representing approximately 25.70 per cent. of Frenkel Topping's existing
issued ordinary share capital and approximately 36.69 per cent. of the Voting
Scheme Shares). Further details of these irrevocable undertakings and letter
of intent are set out in section 7 of, and Appendix IV to, this Announcement,
including the circumstances in which the irrevocable undertakings cease to be
binding.
· In addition, Irwell Bidco has received an irrevocable
undertaking from NASCIT to vote (or procure the vote) in favour of the
resolution relating to the Offer at the General Meeting and to elect for the
Alternative Offer in respect of its own beneficial holdings (or the
shareholdings it controls) amounting in aggregate to 38,350,000 Frenkel
Topping Shares (representing approximately 29.96 per cent. of Frenkel
Topping's existing issued ordinary share capital). As further explained below
in sections 1, 7 and 9.3 of the Announcement, NASCIT is not a Voting Scheme
Shareholder and therefore will not vote at, and has not given an irrevocable
undertaking, in respect of the Court Meeting but instead will be providing a
letter of confirmation to the Court that it approves of, and agrees to be
bound by, the Scheme.
· As set out in Appendix I to this Announcement, the Offer is
conditional on, inter alia, the requisite regulatory approvals being obtained
from the Financial Conduct Authority. The Offer is also subject to the further
terms set out in Appendix I to this Announcement and to be set out in the
Scheme Document.
Commenting on the Offer on behalf of the Independent Directors, Tim Linacre,
Senior Non-Executive Director of Frenkel Topping, said:
"Under the executive directors' leadership, Frenkel Topping has become a
leader in the clinical negligence and personal injury sectors, achieving
strong growth in its key business units and asset management operations. The
Independent Directors are confident about the Company's long-term prospects
but recognise that continued growth requires adequate funding. Over the last
few years, the Independent Directors note that the Company's trading
challenges have affected the Company's performance on the equity capital
markets and that listed small-cap companies have found it difficult to attract
investment.
"The Independent Directors also acknowledge that savings arising from being an
unlisted business would be better employed by being reinvested in the
business. Therefore, considering the certainty provided to Scheme Shareholders
by the Cash Offer and the opportunity that further investment can be more
easily sourced by being part of the Irwell Holdco Group with its supporters,
the Independent Directors are unanimously recommending that Scheme
Shareholders accept the Cash Offer."
Commenting on the Offer on behalf of Irwell Bidco, James Agnew, Director,
said:
"Our recommended offer provides Frenkel Topping Shareholders with an
opportunity to exit their investment in full, as well as providing the
flexibility to retain an interest in the business in the private arena should
they wish to do so. We recognise Frenkel Topping's considerable potential and
strong market positioning, but firmly believe that, in light of the Company's
size and specialist nature, it will fare better as a private company with a
more cost-effective corporate structure and greater support and guidance from
Harwood to harness development opportunities."
This summary should be read in conjunction with, and is subject to, the full
text of the following Announcement (including the Appendices). Implementation
of the Scheme will be subject to the Conditions set out in Appendix I to this
Announcement and the full terms and conditions to be set out in the Scheme
Document and the Form of Election. Appendix II contains details of the CVR and
associated CVR Loan Notes. Appendix III contains the sources of information
and bases of calculations of certain information contained in this
Announcement. Appendix IV contains details of the irrevocable undertakings and
letter of intent received by Irwell Bidco. Appendix V contains a summary of
the key rights attaching to the Irwell Holdco Ordinary Shares, Irwell Holdco
Preference Shares and terms of the Irwell Midco 1 Loan Notes. Certain
definitions apply throughout this Announcement (including this summary) and
your attention is drawn to Appendix VI at the end of this Announcement where
these definitions are set out in full.
A copy of this Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, for
inspection on Frenkel Topping's and Harwood's websites at www.
frenkeltoppinggroup.co.uk and www.harwoodpe.co.uk respectively, along with
certain other documentation required to be published online pursuant to the
Code.
Enquiries:
Irwell Financial Services Bidco Limited Tel: +44 (0)207 640 3200
James Agnew, Director
Harry Mills, Director
Strand Hanson Limited Tel: +44 (0)207 409 3494
(Financial Adviser to the Irwell Holdco Group and Harwood)
James Dance / Matthew Chandler / Rob Patrick
Frenkel Topping Group plc Tel: +44 (0)161 886 8000
Richard Fraser, Chief Executive Officer
Cavendish Capital Markets Limited Tel: +44 (0)207 220 0500
(Financial and Rule 3 Adviser, Nominated Adviser and Broker to Frenkel
Topping)
Henrik Persson / Marc Milmo / Finn Gordon / Isaac Hooper
Shoosmiths LLP is providing legal advice to the Irwell Holdco Group and
Harwood.
Fladgate LLP is providing legal advice to Frenkel Topping.
Important Notices
The Proposals will be subject to the Conditions and to the further terms and
conditions to be set out in the Scheme Document and the Form of Election. The
Proposals are being made solely through the Scheme Document and the Form of
Election, which will contain the full terms and conditions of the Proposals,
including details of how to vote in respect of the Proposals. Any vote in
relation to the Proposals should be made only on the basis of the information
contained in the Scheme Document and the Form of Election. Frenkel Topping
Shareholders are advised to read the Scheme Document and the Form of Election
carefully, once they have been despatched.
Strand Hanson Limited, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively as financial adviser
to the Irwell Holdco Group and Harwood and no-one else in connection with the
Proposals and other matters described in this Announcement and will not be
responsible to anyone other than the Irwell Holdco Group and Harwood for
providing the protections afforded to clients of Strand Hanson Limited or for
providing advice in relation to the Proposals, the contents of this
Announcement or any other matter referred to herein. Neither Strand Hanson
Limited nor any of its subsidiaries, branches or affiliates (nor their
respective directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Strand Hanson Limited in connection with this Announcement, any
statement contained herein or otherwise. No representation or warranty,
express or implied, is made by Strand Hanson Limited as to the contents of
this Announcement.
Cavendish Capital Markets Limited, 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 Proposals and other matters described in this
Announcement and will not be responsible to anyone other than Frenkel Topping
for providing the protections afforded to clients of Cavendish Capital Markets
Limited or for providing advice in relation to the Proposals, the contents of
this Announcement or any other matter referred to herein. Neither Cavendish
Capital Markets Limited nor any of its subsidiaries, branches or affiliates
(nor their respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Cavendish Capital Markets Limited in connection
with this Announcement, any statement contained herein or otherwise. No
representation or warranty, express or implied, is made by Cavendish Capital
Markets Limited as to the contents of this Announcement.
Further information
This Announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an 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 the Offer or otherwise, nor shall
there be any sale, issuance or transfer of the securities of Frenkel Topping
in any jurisdiction in contravention of applicable law. The Offer will be
implemented solely pursuant to the terms of the Scheme Document (or, if the
Offer is implemented by way of a Takeover Offer, the Takeover Document), which
will contain the full terms and conditions of the Offer, including details of
how to vote in respect of the Offer. Any vote in respect of the Scheme or
other response in relation to the Offer should be made only on the basis of
the information contained in the Scheme Document (or, if the Offer is
implemented by way of a Takeover Offer, the Takeover Document).
This Announcement does not constitute a prospectus, prospectus equivalent
document or exempted document nor does this Announcement, or the information
contained herein, constitute a solicitation of proxies. Frenkel Topping
Shareholders are not being asked, at this time, to execute a proxy in favour
of the Offer or the matters described herein.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement contains inside information in relation to Frenkel Topping
for the purposes of Article 7 of the Market Abuse Regulation. The person
responsible for arranging the release of this Announcement on behalf of
Frenkel Topping is Richard Fraser. Frenkel Topping's Legal Entity Identifier
is 213800I5L3K7AT7A4R20. The person responsible for arranging the release of
this Announcement on behalf of Irwell Bidco is James Agnew.
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or other independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent
financial adviser.
Overseas jurisdictions
The release, publication or distribution of this Announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Offer disclaim any responsibility or liability for the violation of such
restrictions by any person. This Announcement has been prepared in accordance
with and for the purpose of complying with English law, the Code, the AIM
Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and the information disclosed may not be the same as that
which would have been prepared in accordance with the laws of jurisdictions
outside England including, without limitation the United States and Canada.
The availability of the Offer to Frenkel Topping Shareholders who are not
resident in, and citizens of the UK may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the UK should inform themselves of,
and observe, any applicable legal or regulatory requirements of their
jurisdictions. In particular, the ability of persons who are not resident in
the United Kingdom to vote their Frenkel Topping Shares with respect to the
Scheme at the Court Meeting, or to appoint another person as proxy to vote at
the Court Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person. Further
details in relation to Overseas Shareholders will be contained in the Scheme
Document (or, if the Offer is implemented by way of a Takeover Offer, the
Takeover Document).
Unless otherwise determined by Irwell Bidco or required by the Code, and
permitted by applicable law and regulation, the Offer will not be made
available, directly or indirectly, in, into, from, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction and no person may vote in favour of the Scheme by any
such use, means or instrumentality or from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Copies of this Announcement and any formal documentation
relating to the Offer are not being, and may not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents (including,
without limitation, agents, custodians, nominees and trustees) may not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Offer. If the Offer is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the Offer may
not be made directly or indirectly, in, into, from, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.
The issue of Irwell Holdco Units to holders of Scheme Shares in Restricted
Jurisdictions would necessitate compliance with any special requirements under
the laws of such Restricted Jurisdictions. Accordingly, the Alternative Offer
is not being made available to Restricted Overseas Shareholders who shall
instead receive the Cash Offer consideration, notwithstanding any election
made by them for the Alternative Offer.
Additional information for US investors
Frenkel Topping Shareholders in the United States should note that the Offer
relates to the securities of a company organised under the laws of England and
Wales and is proposed to be effected by means of a scheme of arrangement under
the Companies Act 2006. This Announcement, the Scheme Document and certain
other documents relating to the Offer have been or will be prepared in
accordance with English law, the AIM Rules, the Code and UK disclosure
requirements, and the format and style applicable to a scheme of arrangement
under the Companies Act 2006, all of which differ from those in the United
States. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Scheme is subject to the disclosure
requirements of and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements and practices of
the United States tender offer and proxy solicitation rules.
The CVRs, Irwell Holdco Ordinary Shares, Irwell Holdco Preference Shares and
Irwell Midco 1 Loan Notes referred to in this Announcement have not been, and
will not be, registered under the US Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States
and may not be offered, sold, exercised, resold, transferred or delivered,
directly or indirectly, in or into the United States except pursuant to an
exemption from the registration requirements of the US Securities Act. The
CVRs, Irwell Holdco Ordinary Shares, Irwell Holdco Preference Shares and
Irwell Midco 1 Loan Notes are expected to be issued in reliance upon the
exemption from the registration requirements of the US Securities Act provided
by section 3(a)(10) thereof. Frenkel Topping Shareholders who are or will be
"affiliates" (within the meaning of Rule 144 under the US Securities Act) of
Frenkel Topping or Irwell Bidco prior to, or of Irwell Bidco after, the
Effective Date will be subject to certain US transfer restrictions relating to
the CVRs, Irwell Holdco Ordinary Shares, Irwell Holdco Preference Shares and
Irwell Midco 1 Loan Notes received pursuant to the Scheme as will be further
described in the Scheme Document.
Frenkel Topping Shareholders located or resident in the United States or who
are otherwise US Persons will not be permitted to elect to receive Irwell
Holdco Units pursuant to the Alternative Offer, and any purported election to
receive Irwell Holdco Units pursuant to the Alternative Offer by Frenkel
Topping Shareholders located or resident in the United States, or which, at
the sole discretion of Irwell Bidco, appear to be made in respect of Frenkel
Topping Shares beneficially held by persons located or resident in the United
States or who otherwise appear to be US Persons will not be accepted.
Accordingly, Frenkel Topping Shareholders located or resident in the United
States or who are otherwise US Persons will receive the Cash Offer
consideration pursuant to the Scheme, and no Irwell Holdco Units will be
issued to any such Frenkel Topping Shareholder located or resident in the
United States.
By electing to receive Irwell Holdco Units pursuant to the Alternative Offer,
Frenkel Topping Shareholders will be deemed to represent and warrant, on
behalf of themselves and any person on whose behalf they beneficially hold
their Frenkel Topping Shares, that they: (i) are not located or resident in
the United States or otherwise a US Person; and (ii) are not electing to
receive Irwell Holdco Units pursuant to the Alternative Offer with a view to,
or for the offer or sale of Irwell Holdco Units in connection with, any
distribution thereof (within the meaning of the US Securities Act) in the
United States or to US Persons.
Frenkel Topping's and/or Irwell Holdco's financial statements, and all
financial information that is included in this Announcement or that may be
included in the Scheme Document, or any other documents relating to the Offer,
have been prepared in accordance with UK adopted International Accounting
Standards and may not be comparable to the financial statements of companies
in the United States or other companies whose financial statements are
prepared in accordance with US generally accepted accounting principles. US
generally accepted accounting principles differ in certain respects from UK
adopted International Accounting Standards. None of the financial information
in this Announcement has been audited in accordance with the auditing
standards generally accepted in the US or the auditing standards of the Public
Company Accounting Oversight Board of the US.
It may be difficult for US holders of Frenkel Topping Shares to enforce their
rights and any claims they may have arising under US federal securities laws
in connection with the Offer, since Frenkel Topping is organised under the
laws of a country other than the United States, and some or all of its
officers and directors may be residents of countries other than the United
States, and most of the assets of Frenkel Topping are located outside of the
United States. US holders of Frenkel Topping Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for violations
of US federal securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's jurisdiction
or judgment.
None of the securities referred to in this Announcement have been approved or
disapproved by the US Securities and Exchange Commission, any State securities
commission in the United States or any other US regulatory authority, nor have
any such authorities passed judgment upon the fairness or the merits of the
Offer or determined if the information in this Announcement is accurate or
complete. Any representation to the contrary is a criminal offence in the
United States.
The receipt of the Fixed Consideration and the CVR Consideration pursuant to
the Offer in the United States as consideration for the transfer of Scheme
Shares pursuant to the Scheme may be a taxable transaction for United States
federal income tax purposes and under any applicable United States state and
local income tax laws. Each Scheme Shareholder in the United States is urged
to consult its independent professional tax or legal adviser immediately
regarding the US federal, state and local income and non-income tax
consequences of the Offer applicable to it, as well as any consequences
arising under the laws of any other taxing jurisdiction.
The Offer may, in the circumstances provided for in this Announcement, instead
be carried out by way of a Takeover Offer under the laws of England and Wales.
If Irwell Bidco exercises, with the consent of the Panel, its right to
implement the Offer by way of a Takeover Offer, such Takeover Offer will be
made in compliance with applicable US tender offer and US federal securities
laws and regulations, including the exemptions therefrom. In accordance with
normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act,
Irwell Bidco or its nominees, or its brokers (acting as agents), may, from
time to time, make certain purchases of, or arrangements to purchase, Frenkel
Topping Shares outside of the United States, other than pursuant to the Offer,
until the date on which the Offer becomes Effective, lapses or is otherwise
withdrawn, in compliance with applicable law, including the US Exchange Act.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases will be disclosed, as required in the UK, and reported to a
Regulatory Information Service, and will be available on the London Stock
Exchange's website at: www.londonstockexchange.com
(http://www.londonstockexchange.com) .
If, in the future, with the consent of the Panel, Irwell Bidco were to elect
to implement the Offer by means of a Takeover Offer, such Offer will be made
in accordance with the Code. Such a Takeover Offer may be made in the United
States by Irwell Bidco and no one else. Accordingly, the Offer may be subject
to disclosure and other procedural requirements, including with respect to
withdrawal rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic tender
offer procedures and law.
Cautionary note regarding forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Offer, and other information
published by Irwell Bidco and Frenkel Topping contain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Irwell Bidco and
Frenkel Topping about future events and are therefore subject to risks and
uncertainties which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements.
The forward-looking statements contained in this Announcement include
statements relating to the expected effects of the Offer on Irwell Bidco and
Frenkel Topping (including their future prospects, developments and
strategies), the expected timing and scope of the Offer and other statements
other than historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as "prepares",
"plans", "expects" or "does not expect", "is expected", "is subject to",
"budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved. Forward-looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Irwell
Bidco or, any member of the Irwell Holdco Group, Frenkel Topping's or any
member of Frenkel Topping Group's operations and potential synergies resulting
from the Offer; and (iii) the effects of global economic conditions and
governmental regulation on Irwell Bidco or Frenkel Topping's business.
Although Irwell Bidco and Frenkel Topping believe that the expectations
reflected in such forward-looking statements are reasonable, Irwell Bidco and
Frenkel Topping can give no assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements, and no undue reliance should be
placed on any such forward-looking statements.
These factors include, but are not limited to: the ability to complete the
Offer; the ability to obtain requisite regulatory and shareholder approvals
and the satisfaction of other Conditions on the proposed terms and schedule;
changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; changes in the anticipated benefits
from the proposed transaction not being realised as a result of changes in
general economic and market conditions in the countries in which Irwell Bidco,
the Irwell Holdco Group, Frenkel Topping and the Frenkel Topping Group
operate, weak, volatile or illiquid capital and/or credit markets, changes in
tax rates, interest rate and currency value fluctuations, the degree of
competition in the geographic and business areas in which Irwell Bidco and
Frenkel Topping operate and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause actual
results to differ materially from those expected, estimated or projected in
the forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions proves
incorrect, actual results may differ materially from those expected, estimated
or projected. Such forward-looking statements should therefore be construed in
the light of such factors. Neither Irwell Bidco nor Frenkel Topping, nor any
of their respective associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this Announcement
will actually occur. You are cautioned not to place any reliance on these
forward-looking statements.
Specifically, any statements of estimated cost savings and synergies relate to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated.
Due to the scale of the Frenkel Topping Group, there may be additional changes
to the Frenkel Topping Group's operations. As a result, and given the fact
that the changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.
Other than in accordance with their legal or regulatory obligations, neither
Irwell Bidco nor Frenkel Topping is under any obligation, and Irwell Bidco and
Frenkel Topping expressly disclaim any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
Except as expressly provided in this Announcement, no forward-looking or other
statements have been reviewed by the auditors of the Irwell Holdco Group or
the Frenkel Topping Group. All subsequent oral or written forward-looking
statements attributable to any member of the Irwell Holdco Group or the
Frenkel Topping Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their entirety by
the cautionary statement above.
No profit forecasts, quantified financial benefit statements or estimates
No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified financial benefit statement for any period and no
statement in this Announcement should be interpreted to mean that earnings or
earnings per share for Frenkel Topping or Irwell Bidco for the current or
future financial years would necessarily match or exceed the historical
published earnings or earnings per share for Frenkel Topping or Irwell Bidco.
Dealing and Opening Position Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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) of the Code applies must
be made by no later than 3.30 p.m. (London time) on the 10th Business Day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. (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
per cent. 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 p.m. (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 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 Harwood's website at www.harwoodpe.co.uk and
on Frenkel Topping's website at www.frenkeltoppinggroup.co.uk by no later than
12 noon (London time) on the Business Day following this Announcement. For the
avoidance of doubt, neither the content of these websites nor of any other
website accessible from hyperlinks set out in this Announcement is
incorporated by reference or forms part of this Announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, Frenkel Topping Shareholders,
persons with information rights and participants in the Frenkel Topping Share
Option Schemes may request a hard copy of this Announcement, free of charge,
by contacting the Receiving Agent, Neville Registrars Limited, during normal
business hours on +44 (0)121 585 1131 or in writing to Neville Registrars
Limited, Neville House, Steelpark Road, Halesowen, B62 8HD. Calls are charged
at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. Lines are
open between 9.00 a.m. and 5.00 p.m. Monday to Friday excluding public
holidays in England and Wales. If you have received a copy of this
Announcement in electronic form or via a website notification, a hard copy of
this Announcement and any document or information incorporated by reference
into this Announcement will not be provided unless such a request is made. In
accordance with Rule 30.3 of the Code, such persons may also request that all
future documents, announcements and information to be sent to them in relation
to the Offer should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain other
information provided by Frenkel Topping Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
Frenkel Topping may be provided to Irwell Bidco during the offer period as
required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c)
of the Code.
Rule 2.9 information
Pursuant to Rule 2.9 of the Code, Frenkel Topping confirms that, as at the
date of this Announcement, it has 128,013,064 ordinary shares of 0.5 pence
each in issue, with no shares held in treasury. Accordingly, Frenkel Topping
has 128,013,064 ordinary shares of 0.5 pence each admitted to trading on AIM,
with International Securities Identification Number GB00B01YXQ71.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
General
If the Offer is effected by way of a Takeover Offer, and such a Takeover Offer
becomes or is declared unconditional and sufficient acceptances are received,
Irwell Bidco intends to exercise its rights to apply the provisions of Chapter
3 of Part 28 of the Companies Act 2006 so as to acquire compulsorily the
remaining Frenkel Topping Shares in respect of which the Offer has not been
accepted.
Investors should be aware that Irwell Bidco may purchase Frenkel Topping
Shares otherwise than under the Offer or the Scheme, including pursuant to
privately negotiated purchases.
Time
All times shown in this Announcement are London times, unless otherwise
stated.
Not for release, publication or distribution, in whole or in part, DIRECTLY OR
INDIRECTLY, in, into or from any jurisdiction (including the united states)
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction.
THE FOLLOWING ANNOUNCEMENT IS NOT A PROSPECTUS OR CIRCULAR OR PROSPECTUS
EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN
RELATION TO FRENKEL TOPPING GROUP PLC'S ORDINARY SHARES OR THE ALTERNATIVE
OFFER, EXCEPT ON THE BASIS OF THE INFORMATION TO BE SET OUT IN THE SCHEME
DOCUMENT WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE.
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 ENGLISH LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED BY VIRTUE OF
THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019. UPON PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
30 September 2025
RECOMMENDED OFFER
for
FRENKEL TOPPING GROUP PLC
by
IRWELL FINANCIAL SERVICES BIDCO LIMITED
(a newly formed company indirectly owned by a limited partnership
managed by Harwood Private Equity LLP)
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER PART 26 OF THE COMPANIES ACT 2006
1. Introduction
The board of directors of Irwell Bidco and the Independent Directors of
Frenkel Topping are pleased to announce that they have reached agreement on
the terms and conditions of a recommended offer to be made by Irwell Bidco for
the entire issued, and to be issued, ordinary share capital of Frenkel
Topping.
It is intended that the Offer will be implemented by means of a
Court-sanctioned scheme of arrangement between Frenkel Topping and its
shareholders under Part 26 of the Companies Act 2006 (although Irwell Bidco
reserves the right to effect the Offer by way of a Takeover Offer, subject to
the consent of the Panel). The Scheme requires the approval of Voting Scheme
Shareholders at a meeting convened by the Court and the passing of a special
resolution by Frenkel Topping Shareholders at the General Meeting, the
subsequent sanction of the Court and the approval of the Financial Conduct
Authority. It is currently expected that the Scheme Document will be published
in October 2025, that the Court Meeting and the General Meeting will be held
in November 2025 and that the Scheme will likely become effective shortly
after receipt of the approval of the Financial Conduct Authority and the
subsequent sanction of the Scheme by the Court.
Irwell Bidco is an indirectly wholly owned subsidiary of Irwell Holdco, via
the group's intermediary companies, Irwell Midco 1 and Irwell Midco 2, all of
which are private limited liability companies recently incorporated in England
and Wales and together forming the Irwell Holdco Group. The Irwell Holdco
Group entities were formed at the direction of Harwood (on behalf of the
Harwood Funds) and designated for use in connection with the Offer. Harwood,
NASCIT and the other Harwood Funds, together with David Barral (Executive
Chairman designate of Frenkel Topping, Irwell Bidco and Irwell Holdco) and
Momentum, are deemed to be acting in concert with Irwell Bidco for the
purposes of the Code. Following successful implementation of the Proposals,
Irwell Bidco will be ultimately beneficially owned by the Harwood Funds, David
Barral, Momentum and those Voting Scheme Shareholders who have validly elected
for the Alternative Offer. Further information on the Irwell Holdco Group,
Harwood, the Harwood Funds, David Barral and Momentum is set out in section 9
below.
Christopher Mills, Non-Executive Chairman of Frenkel Topping, is also a
director and the controlling shareholder of Harwood Capital Management which
is the parent company of Harwood. Mr Mills is also the Chief Executive and
Investment Manager and a substantial shareholder of NASCIT which currently
holds, in aggregate, 38,350,000 Frenkel Topping Shares, representing
approximately 29.96 per cent. of Frenkel Topping's existing issued ordinary
share capital. In light of Mr Mills' connections with, and significant
interests in, both Harwood and NASCIT, he is not considered to be independent
for the purposes of the Offer. Accordingly, only the Independent Directors
have reviewed and considered the terms of the Offer. NASCIT will not be
permitted to vote its holding of Frenkel Topping Shares at the Court Meeting
and is not considered to be a Voting Scheme Shareholder. NASCIT will instead
be providing a letter of confirmation to the Court that it approves of, and
agrees to be bound by, the Scheme. NASCIT will be permitted to vote at the
General Meeting and has given an irrevocable undertaking to vote in favour of
the Scheme at the General Meeting.
2. The Offer
Under the terms of the Offer, which will be subject to the Conditions and
further terms set out in Appendix I to this Announcement and the full terms
and conditions to be set out in the Scheme Document, each Scheme Shareholder
on the register of members at the Scheme Record Time will be entitled to
receive:
The Cash Offer
for each Scheme Share held: 50 pence in cash; and
1 Contingent Value Right.
OR
The Alternative Offer
for each Scheme Share held: 10 pence in cash; and
1 Irwell Holdco Unit, comprising:
o a 1 penny Irwell Holdco Ordinary Share;
o 6 pence in Irwell Midco 1 Loan Notes; and
o 33 Irwell Holdco Preference Shares of 1 penny each.
Scheme Shareholders will be entitled to elect to receive the Alternative Offer
in respect of some or all of their holding of Scheme Shares (subject to the
Alternative Offer Maximum Cap in respect of Voting Scheme Shareholders) with
the remainder of their holding receiving the Cash Offer under the terms of the
Scheme.
The Cash Offer
Under the terms of the Cash Offer, each Scheme Shareholder shall be entitled
to receive the Fixed Consideration of 50 pence in cash for each Scheme Share
held.
In addition, each Scheme Shareholder will be entitled to receive one CVR for
each Scheme Share held. The CVR would afford a Scheme Shareholder that
receives the Cash Offer the opportunity to potentially receive a deferred
payment of up to an additional 10 pence per CVR in the form of CVR Loan Notes.
This deferred consideration would only be paid if, on a future Exit Event, the
value (or imputed value) achieved for the Irwell Holdco Ordinary Shares
(whether by way of a Share Sale, Asset Sale or IPO) is in excess of the Hurdle
Price (being 100 pence per Irwell Holdco Ordinary Share) such Hurdle Price
being calculated after the repayment in full of any then outstanding Irwell
Midco 1 Loan Notes (including accrued payment-in-kind interest thereon) and
redemption in full of any then outstanding Irwell Holdco Preference Shares.
Whilst a future Exit Event cannot be guaranteed and the price and timing of
such an event is unknown, pursuant to Irwell Holdco's plans for the Company
post completion, it is currently expected that the management of Irwell Holdco
will work towards an Exit Event being achieved in approximately four to seven
years from the Effective Date.
The Maximum Potential CVR Consideration payable pursuant to the Offer, as
detailed further below, amounts to 10 pence per Scheme Share. Accordingly, the
Fixed Consideration and the Maximum Potential CVR Consideration, in aggregate,
could amount to up to 60 pence per Scheme Share.
The CVR is a complex instrument and a number of factors will determine whether
or not any future amount may ultimately be paid by way of the CVR to Scheme
Shareholders receiving the Cash Offer and the timing of any such payment.
Scheme Shareholders receiving the Cash Offer should be aware that the price of
any future Exit Event and its timing are inherently uncertain, therefore the
timing and quantum of any payment under the CVR, is also uncertain and could
be zero.
Further details in respect of the CVR are set out in Appendix II to this
Announcement and will also be contained in the Scheme Document.
The Fixed Consideration of 50 pence per Scheme Share values the entire
existing issued ordinary share capital of Frenkel Topping at approximately
£64.0 million.
The Fixed Consideration of 50 pence per Scheme Share, together with the 2024
Final Dividend, values the entire existing issued ordinary share capital of
Frenkel Topping at approximately £65.8 million and represents a premium of
approximately:
· 12.9 per cent. to the Closing Price of 45.5 pence per Frenkel
Topping Share on 29 September 2025 (being the last Business Day prior to the
date of this Announcement);
· 19.5 per cent. to the Closing Price of 43.0 pence per Frenkel
Topping Share on 30 May 2025 (being the last Business Day prior to the date of
the Possible Offer Announcement); and
· 39.3 per cent. to the volume-weighted average price of 36.9
pence per Frenkel Topping Share for the six-month period ended on and
including 30 May 2025 (being the last Business Day prior to the date of the
Possible Offer Announcement).
The Alternative Offer
Under the terms of the Alternative Offer, each Scheme Shareholder (other than
Restricted Overseas Shareholders) that validly elects for the Alternative
Offer shall be entitled to receive the Alternative Offer Cash Consideration of
10 pence in cash and one Irwell Holdco Unit.
The Alternative Offer is not subject to any minimum floor but is subject to a
maximum cap on the number of elections from Voting Scheme Shareholders for
such Alternative Offer, this maximum cap being equal to 25 per cent. of the
existing issued ordinary share capital of Frenkel Topping (the "Alternative
Offer Maximum Cap"). Should valid elections be received from Voting Scheme
Shareholders holding, in aggregate, in excess of the Alternative Offer Maximum
Cap then such excess elections for the Alternative Offer will be subject to
"scale-back" on a pro rata basis. Voting Scheme Shareholders will receive
their entitlements under the Cash Offer in respect of any scaled back
elections.
NASCIT, as noted in section 1 above, is not a Voting Scheme Shareholder. It is
acting in concert with Harwood and the Irwell Holdco Group and is one of the
funders of the Offer. Accordingly, it is not subject to the Alternative Offer
Maximum Cap and pursuant to the terms of the Subscription Agreement, further
details of which are set out in section 12 of this Announcement, and its
irrevocable undertaking detailed in section 3 of Appendix IV to this
Announcement, NASCIT has agreed to elect for the Alternative Offer in respect
of its entire existing holding of Frenkel Topping Shares and to re-invest its
consequent entitlement to the Alternative Offer Cash Consideration and
entitlement to the 2024 Final Dividend into additional Irwell Holdco
Units.
The Alternative Offer enables Scheme Shareholders (other than Restricted
Overseas Shareholders) electing for the Alternative Offer to continue to
retain an interest in Frenkel Topping as a private company. Assuming valid
elections under the Alternative Offer reach the Alternative Offer Maximum Cap,
Voting Scheme Shareholders that have elected for the Alternative Offer will
hold, in aggregate, approximately 22.8 per cent. of Irwell Holdco's issued
ordinary share capital at completion, excluding any possible dilution from any
future share option plans that are currently anticipated may be put in place
for the senior management of Irwell Holdco post completion. No such share
option plans have currently been established but if implemented are expected
to be in line with typical market parameters.
Further details of the Alternative Offer, including the associated risk
factors, are set out in section 3 below.
The 2024 Final Dividend
In addition, Frenkel Topping Shareholders (receiving the Cash Offer and/or the
Alternative Offer) will remain entitled to receive the proposed 2024 Final
Dividend which is currently expected to be paid by Frenkel Topping on 17
October 2025 to all Frenkel Topping Shareholders on its register at close of
business on 3 October 2025.
Other terms of the Offer
Fractions of pence will not be paid to Scheme Shareholders and cash
entitlements, any share entitlements and any loan note entitlements will be
rounded down to the nearest penny.
The Frenkel Topping Shares will be acquired pursuant to the Offer fully paid
and free from all liens, charges, equities, encumbrances, rights of
pre-emption and any other interests of any nature whatsoever and together with
all rights attaching thereto, including without limitation voting rights and
the right to receive and retain in full all dividends and distributions (if
any) announced, declared, made or paid with a record date on or after the
Effective Date.
If any dividend (save for the 2024 Final Dividend), other distribution or
return of capital or value is authorised, declared, made or paid or becomes
payable in respect of Frenkel Topping Shares on or after the date of this
Announcement and prior to the Offer becoming Effective, Irwell Bidco reserves
the right to reduce the Offer Price (and, as the case may be, the Alternative
Offer consideration) by the aggregate amount of such further dividend,
distribution or return of capital or value, in which case any reference in
this Announcement to the consideration will be deemed to be a reference to the
consideration as so adjusted. Any exercise by Irwell Bidco of its rights
referred to in this paragraph shall be the subject of an announcement and, for
the avoidance of doubt, shall not be regarded as constituting any revision or
variation of the terms of the Scheme or the Offer. In such circumstances,
Frenkel Topping Shareholders would be entitled to retain any such dividend,
distribution or other return of capital or value.
3. Terms and conditions of the Alternative Offer
3.1 Overview of the Alternative Offer
As set out above, under the Alternative Offer, Scheme Shareholders (other than
Restricted Overseas Shareholders) may elect, in respect of all or some of
their Scheme Shares, to receive the Alternative Offer on the following basis:
for each Scheme Share held: 10 pence in cash; and
1 Irwell Holdco Unit, comprising:
o a 1 penny Irwell Holdco Ordinary Share;
o 6 pence in Irwell Midco 1 Loan Notes; and
o 33 Irwell Holdco Preference Shares of 1 penny each.
The key rights, obligations and restrictions attaching to the Irwell Holdco
Ordinary Shares and Irwell Holdco Preference Shares, which are intended to be
stapled together, and key terms of the Irwell Midco 1 Loan Notes are
summarised in Appendix V to this Announcement and will also be set out in the
Scheme Document.
Save for NASCIT's election (which is not subject to the Alternative Offer
Maximum Cap as detailed in section 2 above), the Alternative Offer will be
limited to 32,003,266 Irwell Holdco Units (each such unit being composed of
one Irwell Holdco Ordinary Share, 33 Irwell Holdco Preference Shares and 6
unsecured Irwell Midco 1 Loan Notes), representing a maximum of approximately
22.8 per cent. of the aggregate Irwell Holdco Units expected to be issued at
completion and is available in respect of elections from Voting Scheme
Shareholders holding a maximum of 25 per cent. of the Frenkel Topping Shares
in issue as at the Latest Practicable Date.
To the extent that valid elections received for the Alternative Offer are in
excess of the Alternative Offer Maximum Cap, the number of Irwell Holdco Units
to be issued to each eligible and electing Voting Scheme Shareholder will be
scaled back on a pro rata basis with the remaining consideration payable on
the same terms as the Cash Offer (with any fractions of a Irwell Holdco Unit
resulting from such scaling back being rounded down to the nearest whole
number).
Frenkel Topping Shareholders who do not validly elect to receive the
Alternative Offer will automatically receive the Cash Offer in respect of
their entire holding of Frenkel Topping Shares. Further details in relation to
making an election for the Alternative Offer will be contained in the Scheme
Document and Form of Election.
Pursuant to the Power of Attorney to be included in the Form of Election, any
eligible Scheme Shareholder (other than a Restricted Overseas Shareholder) who
validly elects to receive the Alternative Offer will irrevocably appoint
Irwell Bidco, and any director of, or person authorised by, Irwell Bidco, as
their attorney and/or agent to execute on their behalf all documents necessary
or desirable to effect the rollover mechanics and receive the Irwell Holdco
Units.
Rollover mechanics in respect of the Alternative Offer
If an eligible Scheme Shareholder elects for the Alternative Offer they will
receive Irwell Holdco Units and the Alternative Offer Cash Consideration, both
of which will be either issued or paid within 14 days of the Effective Date.
In respect of the Irwell Holdco Units, such electing Scheme Shareholders
will receive Irwell Bidco Rollover Loan Notes in the first instance, which
will be issued pursuant to the Irwell Bidco Rollover Loan Note Instrument in
consideration for the transfer of 80 per cent. of their Scheme Shares
(representing the balance of the consideration for their Scheme Shares after
payment of the Alternative Offer Cash Consideration) on the Effective Date,
which will then ultimately be exchanged for the constituent elements of Irwell
Holdco Units by way of the steps set out below.
On the Effective Date:
· the Irwell Bidco Rollover Loan Notes will (by the operation of
mutual put and/or call options) be exchanged for the relevant amount of Irwell
Midco 2 Rollover Loan Notes;
· the Irwell Midco 2 Rollover Loan Notes will then (by the
operation of mutual put and/or call options) be exchanged for the relevant
amount of:
o Irwell Midco 1 Loan Notes; and
o Irwell Midco 1 Rollover Loan Notes;
· the Irwell Midco 1 Rollover Loan Notes will then (by the
operation of mutual put and/or call options) be exchanged for the relevant
amount of:
o Irwell Holdco Ordinary Shares; and
o Irwell Holdco Preference Shares.
Other information on the Alternative Offer
Unless otherwise determined by Irwell Bidco and permitted by applicable law
and regulation, the Alternative Offer will not be offered, sold or delivered,
directly or indirectly, in or into any Restricted Jurisdiction or to any
person, or for the account or benefit of any person, located in a Restricted
Jurisdiction. Individual elections for the Alternative Offer will only be
valid if all regulatory approvals (if any) required by a Scheme Shareholder in
a Restricted Jurisdiction to acquire securities (as applicable) have been
obtained by the Scheme Shareholder in a Restricted Jurisdiction.
The Irwell Holdco Units to be issued pursuant to the Alternative Offer will
rank pari passu in all respects with the other Irwell Holdco Units which are
to be subscribed for by Momentum, David Barral and the Harwood Funds on or
prior to implementation of the Proposals.
The Irwell Midco 1 Loan Notes to be issued as part of the Irwell Holdco Units
have been constituted by the Irwell Midco 1 PIK Loan Note Instrument. The
notes are unsecured, repayable on the tenth anniversary of their date of issue
and carry a coupon of 20 per cent. per annum which will be accrued in arrears
and may be satisfied by the issue of additional notes having an aggregate
nominal value equivalent to the amount of interest payable, or, at the
election of Irwell Midco 1, may be settled in cash.
Full details of the Alternative Offer, the Irwell Holdco Units and an estimate
of the value of an Irwell Holdco Unit by Strand Hanson, as financial adviser
to Harwood and the Irwell Holdco Group, for the purposes of Rule 24.11 of the
Code, together with the underlying assumptions, qualifications and caveats
thereto, will be contained in the Scheme Document.
3.2 Availability
The Alternative Offer will only be implemented as part of the Proposals if the
Scheme becomes Effective. The Alternative Offer will also be subject to
certain restrictions as regards Restricted Overseas Shareholders as noted in
sections 3.4 and 18 below.
3.3 Advantages and disadvantages of the Alternative Offer
As set out in section 2 of this Announcement and as an alternative to the Cash
Offer, Frenkel Topping Shareholders may elect to participate in an unlisted
securities alternative in respect of all or part of their holding of Frenkel
Topping Shares.
Whilst (i) validly electing for the Alternative Offer will provide such
Frenkel Topping Shareholders with continued exposure to Frenkel Topping under
private ownership; and (ii) Irwell Holdco Units will rank pari passu with the
interests of Momentum, David Barral and the Harwood Funds in Irwell Holdco
Units (including a pro rata entitlement to any dividends, distributions and
returns of capital declared, made or paid), Cavendish are unable to advise the
Independent Directors as to whether or not the financial terms of the
Alternative Offer are fair and reasonable. This is because of the significant
and variable impact of the advantages and disadvantages of the Alternative
Offer for individual Scheme Shareholders. The advantages, include, in
particular, the ability to participate in the future value creation of the
Irwell Holdco Group. The disadvantages include, among others, that the Irwell
Holdco Units are illiquid and subject to drag-along rights as well as the
level of uncertainty in their future value and the potential future dilution
of shareholders in Irwell Holdco. The advantages and disadvantages of electing
for the Alternative Offer are set out in further detail below.
The attention of Scheme Shareholders (other than Frenkel Topping Shareholders
residing, or located in, a Restricted Jurisdiction) who may be considering
electing to receive the Alternative Offer is drawn to certain advantages and
disadvantages relevant to such an election.
Advantages of electing for the Alternative Offer
· The Alternative Offer will allow eligible Scheme Shareholders
to invest directly in Irwell Holdco, providing continued economic exposure
(indirectly) to Frenkel Topping under private ownership as part of the Irwell
Holdco Group; and
· The Alternative Offer will allow eligible Scheme Shareholders
to participate in potential future value creation, which is uncapped and
therefore might have the potential to ultimately deliver greater value than
the Cash Offer (although this cannot be guaranteed).
Disadvantages of electing for the Alternative Offer
· Frenkel Topping Shares are currently admitted to trading on
AIM, but the Irwell Holdco Shares will not be listed on a recognised
investment exchange. Standards and protections afforded to shareholders in a
company admitted to trading on AIM are substantially different to those
afforded to shareholders in an unlisted private company;
· The value of Irwell Holdco Units will be uncertain and there
can be no assurance that they will be capable of being sold in the future. In
accordance with Rule 24.11 of the Code, an estimate of value of the Irwell
Holdco Units prepared by Strand Hanson will be included in the Scheme
Document;
· Whilst Irwell Bidco intends for the Irwell Holdco Ordinary
Shares and Irwell Holdco Preference Shares to be stapled together and for
applications to be made, following successful completion of the Offer, for
such Irwell Holdco Shares to be traded on a suitable UK matched bargain
facility platform and for the Irwell Midco 1 Loan Notes to be separately
traded on TISE to enable Irwell Holdco's shareholders to potentially buy and
sell such equity and debt securities thereafter, there can be no guarantee of
similar levels of liquidity on such platforms to that of AIM;
· The Irwell Holdco Shares will not be transferable except
pursuant to permitted transferees, pursuant to the 'drag-along' and
'tag-along' rights (as summarised in section 4.2 of Appendix V to this
Announcement) and on the intended matched bargain facility trading platform;
· Holders of Irwell Holdco Units may be required to sell their
holdings pursuant to the exercise of 'drag-along' provisions in the articles
of association of Irwell Holdco by other Irwell Holdco Shareholders (as
further summarised in Appendix V of this Announcement). Any transfer involving
the application of 'drag-along' rights may be at a value that is more or less
than the value of the Cash Offer. Drag-along rights may also deter a potential
future purchaser of Irwell Holdco Units;
· Further issues of Irwell Holdco Units may be necessary,
particularly with respect to potential future management incentivisation
arrangements, which will be dilutive to the interests of those Scheme
Shareholders that elect for the Alternative Offer. The precise number of
securities that may be issued by Irwell Holdco from time to time cannot be
ascertained at the date of this Announcement and will depend on a variety of
factors including those described above;
· In this regard, it should however be noted that certain of the
Harwood Funds are subscribing for an additional, in aggregate, 28 million
Irwell Holdco Units pursuant to the Subscription Agreement to provide
additional funds to settle certain fees and expenses in relation to the Offer
and provide additional working capital for the enlarged group, which will
dilute Voting Scheme Shareholders electing for the Alternative Offer.
Accordingly, following such dilution and the partially offsetting effects from
the leverage introduced into Irwell Bidco via the Santander Debt Facility
Agreement, if the Alternative Offer Maximum Cap is met, such electing Voting
Scheme Shareholders would hold a maximum of 22.8 per cent. of the Irwell
Holdco Ordinary Shares on completion of the Offer;
· Upon the Scheme becoming Effective, Irwell Bidco will be
controlled by entities forming part of the Irwell Holdco Group. Eligible
Scheme Shareholders who elect to receive Irwell Holdco Units will, inter alia,
receive Irwell Holdco Ordinary Shares but will have limited influence over
decisions made by Irwell Holdco in relation to its indirect investment in
Frenkel Topping or the Irwell Holdco Group;
· Irwell Holdco currently has no intention to pay any dividends
in respect of the Irwell Holdco Ordinary Shares; and
· Eligible Scheme Shareholders making elections for the
Alternative Offer will have no certainty (save for NASCIT) as to the precise
amount of Irwell Holdco Ordinary Shares they will receive because, to the
extent that valid elections under the Alternative Offer exceed the Alternative
Offer Maximum Cap, elections by Voting Scheme Shareholders will be subject to
"scale-back".
3.4 Securities law restrictions
Irwell Holdco Ordinary Shares, Irwell Holdco Preference Shares, Irwell Midco 1
Loan Notes and Irwell Holdco Units have not been and will not be registered
under the US Securities Act or under the securities laws of any state,
district or other jurisdiction of the United States or any other country. The
Alternative Offer is not being made available to Scheme Shareholders who are
Restricted Overseas Shareholders (which includes US Persons), and the
Alternative Offer will not be offered, sold or delivered, directly or
indirectly, in or into any Restricted Jurisdiction. Accordingly, Restricted
Overseas Shareholders shall receive the Cash Offer notwithstanding any
election made by them for the Alternative Offer, and there shall be no
issuance of Irwell Holdco Units to such Restricted Overseas Shareholders.
Where Irwell Bidco believes that an election for the Alternative Offer by any
Scheme Shareholder may infringe applicable legal or regulatory requirements,
or may result in a requirement for a registration under the US Securities Act,
the US Exchange Act or any other securities laws in the United States, or the
securities laws of any other Restricted Jurisdiction, Irwell Bidco will have
the right to deem that such Scheme Shareholder has not validly elected for the
Alternative Offer and such Scheme Shareholder will instead receive the Cash
Offer in respect of the Scheme Shares which were subject to such an election
in accordance with the terms of the Offer.
4. Reasons for the Offer and Irwell Bidco's future plans for the Frenkel
Topping Group
Irwell Bidco is confident in Frenkel Topping's medium to long term prospects
through the successful delivery of its existing strategy. However, Irwell
Bidco believes that in order to maximise the Company's growth potential and
margins it would be better suited to a private company environment where, with
Irwell Bidco's support and assistance, management would be in a stronger and
less restricted position to deliver its medium-term business plan within a
simplified corporate structure, free from the requirements to, inter alia,
meet the UK public equity market's shorter term expectations.
Irwell Bidco believes that as a relatively small and niche UK quoted company
and specialist independent financial adviser and asset manager in the personal
injury and clinical negligence marketplace, Frenkel Topping will find it
increasingly difficult to attract and retain sufficient research coverage and
stock liquidity that would make retaining its existing AIM quotation
worthwhile. The Offer represents an opportunity for Frenkel Topping
Shareholders to exit their investment, in full and in cash, at an attractive
price, against a backdrop of considerable ongoing global macroeconomic
uncertainty and market volatility. Notwithstanding this, Irwell Bidco is also
affording Frenkel Topping Shareholders (who are not Restricted Overseas
Shareholders) the opportunity to retain an interest in the Company in the
private arena through the Alternative Offer.
Irwell Bidco intends to support the Company in continuing to organically grow
its recurring and non-recurring revenues and assets under management,
leveraging off the strength of Frenkel Topping's fund performance. This will
include efforts to implement AI in reporting in order to increase efficiency
and service additional clients without a consequent increase in costs. In
addition, Irwell Bidco intends to support the Company in pursuing further
suitable bolt-on acquisitions in-line with the existing corporate plan and
realising integration efficiencies within a streamlined corporate structure,
whilst also eliminating the regulatory burden, constraints and expenses
associated with maintaining a UK public quotation.
In order to drive this strategy, Irwell Bidco and Irwell Holdco intend to
appoint from the Effective Date, Mr David Barral, as their Executive Chairman,
bringing a wealth of experience following an extensive executive and
non-executive career in financial services spanning over 40 years, having been
a former CEO of Aviva UK and Ireland Life and, more recently, Executive
Chairman of Curtis Banks Group plc. Mr Barral has agreed to contribute towards
the funding of the Proposals and pursuant to the Subscription Agreement,
further details of which are set out in section 12 below, has agreed to invest
£500,000 to acquire 1,250,000 Irwell Holdco Units within five days of the
Effective Date.
Harwood and its operational advisers have considerable experience of
identifying and investing in businesses of a similar nature to the Company and
would seek to more closely share and apply their knowledge of the wealth
management sector and skillsets to the Company in order to generate long term
stakeholder value.
5. Background to and reasons for the Independent Directors'
recommendation of the Offer
Since Frenkel Topping's ordinary shares were admitted to trading on AIM in
July 2004, the Company has grown both organically and by acquisition.
Accordingly, the services provided by the Frenkel Topping Group has broadened
so as to enable it to offer a range of products and services to legal
professionals and injured clients themselves pre-settlement, at-settlement and
post-settlement to assist them in achieving the best long-term outcomes after
injury. The Frenkel Topping Group's strategy has been focused on consolidating
the fragmented personal injury and clinical negligence space to provide a
comprehensive suite of services to clients and deliver a best-in-class service
offering from immediately after injury or illness for the rest of their lives.
This strategy has seen the Company increase its revenues over the last twenty
years from approximately £1 million in the financial year ended 31 December
2004 to over £37 million in the financial year ended 31 December 2024.
The Independent Directors are confident that management's existing strategy
will continue to deliver both future growth and business improvement. The
Independent Directors are pleased with the progress made to date and believe
that, given the breadth of the Frenkel Topping Group's offering, the Frenkel
Topping Group is well positioned strategically to benefit from the market
opportunities ahead of it and remain confident that the execution of the
Frenkel Topping Group's strategy will deliver growth and create shareholder
value over a medium to long-term view.
Equally, the Independent Directors are cognisant of the risks and
uncertainties inherent in successfully implementing, and delivering against,
management's strategic plan. As has been evidenced over the last couple of
years, the Independent Directors recognise that the Frenkel Topping Group is
not immune to factors outside of its control such as the recent volatile and
uncertain global macroeconomic environment and the volatility of global stock
markets, all of which have contributed to a challenging market backdrop. This
backdrop has led to the Company having to contend with issues such as, inter
alia, (i) the high-interest rate environment witnessed in 2023 and 2024 that
impacted the anticipated growth of funds under management within Ascencia,
(ii) amendments to the Frenkel Topping Group's charging structures due to
Consumer Duty requirements and (iii) a higher than anticipated cost base
emanating from rises in employer's national insurance contributions and the
National Minimum Wage in the UK. All of these matters, together with certain
specific challenges experienced by parts of the Frenkel Topping Group, have
adversely affected the Company's performance.
On a standalone basis, in the three-year period since 31 December 2021 the
Frenkel Topping Group more than doubled revenues from £18.4 million for the
year-ended 31 December 2021 to £37.4 million for the year-ended 31 December
2024, while EBITDA and PBT for the same period grew by 74 per cent. and 56 per
cent. respectively. However, in the period from 1 January 2022 to 30 May 2025
(being the last Business Day prior to the Possible Offer Announcement) the
Company's share price fell by 43.8 per cent. from 77 pence per Frenkel Topping
Share to 43 pence per Frenkel Topping Share.
The Independent Directors acknowledge that this deterioration in the Company's
share price partly reflects the challenges the Frenkel Topping Group has faced
which has led to it having to downgrade expectations but also believe that
this near-term focus of the markets creates challenges for the Frenkel Topping
Group. As a result, whilst the Independent Directors continue to believe in
the medium to long term opportunity for the Frenkel Topping Group they
acknowledge the potential, and associated benefits that being part of the
Irwell Holdco Group will bring.
The Independent Directors believe that continued investment will be needed to
enable the Frenkel Topping Group to continue to grow, both in the business
itself but also in continued M&A activity that has formed an important
part of the Frenkel Topping Group's growth to date. The sector has seen
considerable consolidation activity over the last few years reflecting the
drive for scale, broader product offerings and technology enhancements that
are seen as important constituents for success. The Independent Directors
recognise Harwood's established track record of investing in businesses of a
similar nature and the capital support that Irwell Holdco would be able to
provide to enable the Frenkel Topping Group to continue to grow. Given
Harwood's considerable experience and Irwell Bidco's stated intentions for the
Company, the Independent Directors believe that Irwell Holdco is well placed
to support the next phase of Frenkel Topping's growth.
The Independent Directors believe that the Cash Offer provides Frenkel Topping
Shareholders with the opportunity to realise their investment in the Company
for cash, which provides Frenkel Topping Shareholders with an immediate and
certain value in cash relative to the execution risks inherent in delivering
the Company's strategic plan over the medium to longer-term. Whilst the
Independent Directors can provide no opinion on the likelihood of an Exit
Event being achieved nor as to whether there is any value attributable to the
CVR, they do acknowledge that the CVR that forms part of the Cash Offer
provides the potential for additional deferred consideration over and above
the cash component of the Cash Offer.
Finally, the Independent Directors note that NASCIT already holds
approximately 29.96 per cent. of Frenkel Topping's existing issued ordinary
share capital and that Irwell Bidco has obtained irrevocable undertakings and
a letter of intent to vote in favour of the Scheme at the Court Meeting from
Voting Scheme Shareholders representing, in aggregate, 36.69 per cent. of the
Voting Scheme Shares. Given such ownership platform and level of support for
the Offer, the Independent Directors consider that it is in the interests of
all Frenkel Topping Shareholders to be given the opportunity to consider the
merits of the Offer.
Views of the Independent Directors on Irwell Bidco's intentions with regard to
the Frenkel Topping Group
In addition to the financial terms of the Offer, the Independent Directors
have in considering the Offer, given due care and consideration to Irwell
Bidco's stated intentions for Frenkel Topping's business with respect to its
strategy and future operations, its employees and other stakeholders (as
detailed in section 10 of this Announcement).
The Independent Directors note the importance that Irwell Bidco attributes to
the knowledge, skills and experience of the Company's management and
employees, who will continue to be fundamental to the Company's long-term
success. Specifically, the Independent Directors welcome Irwell Bidco's
assurances and sentiments that it has no intention to make any material
changes either to the headcount, or terms and conditions of employment, or in
the balance of the skills and functions of the management and employees of the
Frenkel Topping Group, nor to its existing headquarters location or
headquarters functions.
The Independent Directors have confidence that Harwood, via Irwell Bidco, is
well positioned to support the Company in delivering its medium-term strategy,
in applying its existing knowledge of the wealth management sector, and in
their ability to provide access to capital for further development and thereby
ensure continuity for Frenkel Topping's clients, employees and other
stakeholders.
Conclusion of the Independent Directors
The Independent Directors believe that the proposed new ownership structure
will facilitate clear strategic and operational benefits to the Company's
internal and external stakeholders, including the employees and clients of
Frenkel Topping.
Following careful consideration, the Independent Directors believe that the
Cash Offer provides a fair and reasonable value and a certain exit opportunity
for Scheme Shareholders. Accordingly, the Independent Directors intend to
unanimously and unconditionally recommend the Cash Offer to Frenkel Topping
Shareholders as set out in section 6 of this Announcement.
The Independent Directors have also reviewed the terms of the Alternative
Offer and acknowledge that it provides an opportunity for Scheme Shareholders
to remain indirectly interested in the Company in a private company
environment. However, the Independent Directors are unable to from a view as
to whether or not the terms of the Alternative Offer are fair and reasonable
and accordingly do not intend to make a recommendation to Scheme Shareholders
with regards to the Alternative Offer.
Scheme Shareholders should carefully consider the details provided in respect
of the advantages and disadvantages of the Alternative Offer that are set out
in section 3.3 of this Announcement. In addition, Scheme Shareholders are also
strongly advised to seek their own independent financial, tax and legal advice
in light of their own personal financial circumstances and investment
objectives before making any election to receive the Alternative Offer.
6. Recommendation of the Independent Directors
The Independent Directors, who have been so advised by Cavendish, the
Company's financial adviser, nominated adviser and broker, as to the financial
terms of the Cash Offer, consider the terms of the Cash Offer to be fair and
reasonable. In providing its advice to the Independent Directors, Cavendish
has taken into account the commercial assessments of the Independent
Directors. Cavendish is providing independent financial advice to the
Independent Directors for the purposes of Rule 3 of the Code. In addition, the
Independent Directors consider the terms of the Cash Offer to be in the best
interests of Frenkel Topping Shareholders as a whole.
In addition, the Independent Directors have agreed to unanimously recommend
that Frenkel Topping Shareholders vote in favour of the resolutions relating
to the Proposals at the Meetings, as each of the Independent Directors who
currently hold or control Frenkel Topping Shares have irrevocably undertaken
so to do (or instruct to be done) in respect of their own beneficial
shareholdings (or the shareholdings which they control), amounting, in
aggregate, to 2,518,198 Frenkel Topping Shares, representing approximately
1.97 per cent. of Frenkel Topping's existing issued ordinary share capital and
2.81 per cent. of the Voting Scheme Shares. Further details of these
irrevocable undertakings are set out in Appendix IV to this Announcement.
The Alternative Offer
Scheme Shareholders (who are not Restricted Overseas Shareholders) may choose
to elect for the Alternative Offer. However, such a decision would involve a
number of significant risks to be set out in the Scheme Document, including,
but not limited, to:
· unlike Frenkel Topping Shares, the Irwell Holdco Shares will
not be quoted or traded on AIM or any other stock exchange. However, it is
intended that the Irwell Holdco Shares will be admitted to trading on a
suitable UK matched bargain trading platform and that the Irwell Midco 1 Loan
Notes will separately be admitted to trading on TISE following the Effective
Date;
· the Irwell Holdco Units will be of uncertain value and there
can be no assurance that they will be capable of being sold in the future;
· the issuer of the Irwell Holdco Units will not be subject to
the AIM Rules, the Code or the UK Corporate Governance Code or any similar
rules or regulations applying to companies with securities admitted to or
traded on a regulated market or stock exchange;
· further issues of Irwell Holdco Units may be necessary,
particularly with respect to potential future management incentivisation
arrangements, which will have a dilutive effect on those Scheme Shareholders
who elect for the Alternative Offer. It should be noted that, in addition to
the 49,255,781 Irwell Holdco Units that NASCIT will be receiving pursuant to
the Alternative Offer and the re-investment of its entitlement to the
Alternative Offer Cash Consideration and entitlement to the 2024 Final
Dividend into Irwell Holdco Units, certain of the Harwood Funds are
subscribing for an additional, in aggregate, 28 million Irwell Holdco Units
pursuant to the Subscription Agreement. This additional subscription is to
provide additional funds to settle certain fees and expenses in relation to
the Offer and provide further working capital for the enlarged group which
will dilute those Voting Scheme Shareholders electing for the Alternative
Offer. Accordingly, following such dilution and the partially offsetting
effects from the leverage introduced into Irwell Bidco via the Santander Debt
Facility Agreement, if the Alternative Offer Maximum Cap is met, such electing
Voting Scheme Shareholders would hold a maximum of 22.8 per cent. of the
Irwell Holdco Ordinary Shares on completion of the Offer;
· the Irwell Holdco Shares are subject to drag-along rights and
holders of Irwell Holdco Shares may therefore be required to sell their Irwell
Holdco Shares alongside any Harwood exit event. Any proceeds payable to
holders of Irwell Holdco Shares in connection with any such disposal may also
be subject to retention; and
· no dividends or other distributions are currently contemplated
in respect of the Irwell Holdco Ordinary Shares.
Cavendish, having regard to the above risk factors and the significant and
variable impact of the advantages and disadvantages of the Alternative Offer
as set out in section 3.3 of this Announcement, is unable to advise the
Independent Directors whether the financial terms of the Alternative Offer
are, or are not, fair and reasonable.
The Independent Directors are unable to form an opinion as to whether or not
the terms of the Alternative Offer are fair and reasonable, and the
Alternative Offer will not be the subject of a recommendation by the
Independent Directors. Scheme Shareholders are strongly advised to seek their
own independent financial, tax and legal advice before making any election to
receive the Alternative Offer and to consider carefully the disadvantages and
advantages of electing to receive the Alternative Offer (including, but not
limited to, those set out in section 3.3 of this Announcement) in light of
their own personal financial circumstances and investment objectives.
Tim Linacre, who is intending to step down from the Frenkel Topping Board on
or around the Effective Date, is intending to receive the Cash Offer in
respect of his entire shareholding of 42,500 Frenkel Topping Shares.
Notwithstanding the fact that they are not able to provide a recommendation on
the Alternative Offer, having taken into account the investment risks referred
to above, their own personal circumstances and having regard to the
opportunity of continued economic interest in Frenkel Topping as part of
Irwell Holdco Group, Richard Fraser, Elaine Cullen-Grant and Mark Holt who
currently hold (or have control over), in aggregate, 2,475,698 Frenkel Topping
Shares, intend to elect to receive Irwell Holdco Units in respect of the
following number of Frenkel Topping Shares amounting to, in aggregate,
1,319,791 Frenkel Topping Shares:
· Richard Fraser who currently holds 1,895,907 Frenkel Topping
Shares intends to elect to receive Irwell Holdco Units in respect of 800,000
Frenkel Topping Shares;
· Elaine Cullen-Grant who currently holds 120,000 Frenkel Topping
Shares intends to elect to receive Irwell Holdco Units in respect of 60,000
Frenkel Topping Shares; and
· Mark Holt who currently holds 459,791 Frenkel Topping Shares
intends to elect to receive Irwell Holdco Units in respect of 459,791 Frenkel
Topping Shares.
These intended elections for the Alternative Offer are subject to satisfactory
confirmation from the administrators of their SIPPs in which their Frenkel
Topping Shares are held that they are able to hold the Irwell Holdco Units (as
set out in Appendix IV).
Further information regarding the Alternative Offer is set out in section 3
above and Appendix V to this Announcement.
The Scheme Document, which is expected to be despatched to Frenkel Topping
Shareholders within 28 days of this Announcement, will contain, inter alia,
full details of the Scheme, formal notices of the requisite Meetings and
details of the voting and election procedures.
7. Irrevocable undertakings and letter of intent
Irwell Bidco has received irrevocable undertakings to vote (or procure the
vote) in favour of the resolutions to be proposed at the Meetings (or, in the
event that the Offer is implemented by way of a Takeover Offer, to accept, or
procure the acceptance of such offer) from certain institutional and other
shareholders in Frenkel Topping, being IPGL Limited and Onward Opportunities
Limited, in respect of, in aggregate, 19,102,876 Frenkel Topping Shares,
representing approximately 14.92 per cent. of Frenkel Topping's existing
issued ordinary share capital and 21.31 per cent. of the Voting Scheme Shares.
Furthermore, the Independent Directors who beneficially hold or control
Frenkel Topping Shares as at the date of this Announcement, namely, Richard
Fraser, Mark Holt, Elaine Cullen-Grant and Tim Linacre have irrevocably
undertaken to vote (or instruct the vote) in favour of the resolutions to be
proposed at the Meetings (or, in the event that the Offer is implemented by
way of a Takeover Offer, to accept, or instruct the acceptance of such an
offer) in respect of their entire beneficial holdings (or the holdings they
control) of Frenkel Topping Shares, amounting, in aggregate, to 2,518,198
Frenkel Topping Shares, representing approximately 1.97 per cent. of Frenkel
Topping's existing issued ordinary share capital and 2.81 per cent. of the
Voting Scheme Shares. As set out in paragraph 6 above, Richard Fraser, Mark
Holt and Elaine Cullen-Grant have also confirmed that they intend to elect for
the Alternative Offer under the Scheme, in respect of 800,000, 459,791 and
60,000 respectively of the Frenkel Topping Shares that they are beneficially
interested in. Such intention is subject to confirmation from the
administrators of the SIPPs in which these Frenkel Topping Shares are held
that they are able to hold the consideration set out in the Alternative Offer
in their SIPPs. Should such confirmations not be received, Richard Fraser,
Mark Holt and/or Elaine Cullen-Grant (as applicable) will receive the Cash
Offer in respect of their entire beneficial holdings of Frenkel Topping Shares
(or the holdings they control).
In addition, Irwell Bidco has received a letter of intent to vote (or procure
the vote) in favour of, or accept (or procure the acceptance of) (as
applicable), the Proposals from a further institutional shareholder in Frenkel
Topping, being Downing LLP, in respect of 11,276,160 Frenkel Topping Shares
representing approximately 8.81 per cent. of Frenkel Topping's existing issued
ordinary share capital and approximately 12.58 per cent. of the Voting Scheme
Shares.
Accordingly, Irwell Bidco has received irrevocable undertakings and a letter
of intent to vote (or, where applicable, procure or instruct voting) in favour
of the Scheme at the Court Meeting, in respect of, in aggregate, 32,897,234
Frenkel Topping Shares, representing approximately 25.70 per cent. of Frenkel
Topping's existing issued ordinary share capital and 36.69 per cent. of the
Voting Scheme Shares.
NASCIT holds or controls 38,350,000 Frenkel Topping Shares, representing
approximately 29.96 per cent. of Frenkel Topping's existing issued ordinary
share capital. NASCIT, although not permitted to vote at the Court Meeting in
light of its connection with Mr Mills, will instead be providing a letter of
confirmation to the Court that it approves of, and agrees to be bound by, the
Scheme in order to avoid the need for a separate court meeting to be held to
obtain its approval. NASCIT is, however, eligible to vote on the resolution
to be proposed at the General Meeting and therefore has irrevocably undertaken
to vote (or procure the vote) in favour of the resolution to be proposed at
the General Meeting in respect of its entire beneficial holding of Frenkel
Topping Shares. In addition, pursuant to the terms of the Subscription
Agreement, as detailed in section 12 below, and its irrevocable undertaking
detailed in section 3 of Appendix IV to this Announcement, subject to the
Scheme becoming Effective, NASCIT has irrevocably agreed to elect for the
Alternative Offer in respect of its entire existing holding of Frenkel Topping
Shares and to re-invest its consequent entitlement to the Alternative Offer
Cash Consideration and entitlement to the 2024 Final Dividend into additional
Irwell Holdco Units.
Accordingly, Irwell Bidco has received irrevocable undertakings (including the
undertaking provided by NASCIT) and a letter of intent to vote (or, where
applicable, procure or instruct voting) in favour of the resolution at the
General Meeting, in respect of, in aggregate, 71,247,234 Frenkel Topping
Shares, representing approximately 55.66 per cent. of Frenkel Topping's
existing issued ordinary share capital.
No Voting Scheme Shareholder who has entered into an irrevocable undertaking
with Irwell Bidco is acting in concert with Irwell Bidco.
All of the irrevocable undertakings shall lapse and cease to become binding,
inter alia, if (i) the Scheme Document is not published within 28 days of this
Announcement (or within such longer period as the Panel may agree); (ii) the
Offer lapses or is withdrawn without the Scheme becoming Effective; or (iii)
Irwell Bidco announces that it will not proceed with the Offer.
Further details of the irrevocable undertakings received by Irwell Bidco
(including the circumstances in which the irrevocable undertakings will cease
to remain binding) and the letter of intent are set out in Appendix IV to this
Announcement.
Copies of the irrevocable undertakings and the letter of intent will be put on
display on each of Frenkel Topping's and Harwood's websites
(www.frenkeltoppinggroup.co.uk and www.harwoodpe.co.uk respectively) by no
later than 12.00 noon (London time) on the Business Day following the date of
this Announcement until the Effective Date or, if applicable, the date on
which the Proposals lapse.
8. Information relating to the Frenkel Topping Group
Frenkel Topping was incorporated and registered in England and Wales as a
private limited company on 8 April 2003, re-registered as a public limited
company on 29 January 2004, and its ordinary shares admitted to trading on AIM
on 28 July 2004. Frenkel Topping is a specialist professional and financial
services firm operating in the personal injury and clinical negligence space.
Through its professional services division, with its leading and
differentiated IFA offering, and its discretionary fund manager, the Frenkel
Topping Group provides specialist expertise throughout the lifecycle of a
personal injury or clinical negligence claim from pre-settlement, during
litigation and into the post settlement stage.
Current trading and prospects
Frenkel Topping has today separately announced its unaudited consolidated
interim results for the six months ended 30 June 2025. The headline figures
from such interim results are as follows:
H1 2025* H1 2024*
(£m) (£m)
Revenue 20.9 17.9
Gross profit 7.6 6.9
Adjusted EBITDA** 4.1 3.6
Net cash/(debt) (3.5) (1.3)
Notes:
* - unaudited.
** - EBITDA before share based compensation, acquisition strategy,
integration, reorganisation and exceptional costs.
Overall, the board of Frenkel Topping was encouraged by the Frenkel Topping
Group's performance in the first half of the financial year. The economic
backdrop still provides headwinds for the Company but the full board of
Frenkel Topping has been pleased with the overall progress made by Frenkel
Topping since the period end with trading in that period in line with
management's expectations.
Further financial and other information on the Frenkel Topping Group will be
set out in the Scheme Document.
9. Information relating to the Irwell Holdco Group, Harwood and the
Harwood Funds, David Barral and Momentum
9.1 The Irwell Holdco Group
Irwell Holdco and its related group entities have been established at the
direction of Harwood (on behalf of the Harwood Funds) specifically for the
purpose of making the Offer and implementing the Proposals.
The Irwell Holdco Group comprises Irwell Holdco, Irwell Midco 1, Irwell Midco
2 and Irwell Bidco. Irwell Bidco is a wholly owned subsidiary of Irwell Midco
2 which is in turn a wholly owned subsidiary of Irwell Midco 1. Irwell Midco 1
is wholly owned by Irwell Holdco, being the parent company of the Irwell
Holdco Group.
Irwell Holdco is a private company incorporated in England and Wales with
limited liability on 21 July 2025 under registration number 16597445. The
current issued share capital of Irwell Holdco comprises 1 Irwell Holdco
Ordinary Share and 99 Irwell Holdco Preference Shares, held by North Atlantic
Value GP 6 LLP as general partner for HPE VI. Following implementation of the
Proposals, Irwell Holdco will be owned by the Harwood Funds, Momentum, David
Barral and those Scheme Shareholders who have validly elected for the
Alternative Offer.
Irwell Midco 1 is a private company incorporated in England and Wales with
limited liability on 23 July 2025 under registration number 16602466. Irwell
Midco 1 will issue the Irwell Midco 1 Loan Notes to those Scheme Shareholders
who validly elect for the Alternative Offer and to the Harwood Funds, Momentum
and David Barral in accordance with the Subscription Agreement.
Irwell Midco 2 is a private company incorporated in England and Wales with
limited liability on 28 July 2025 under registration number 16608695.
Irwell Bidco is a private company incorporated in England and Wales with
limited liability on 28 July 2025 under registration number 16609847.
Irwell Holdco and Irwell Bidco are to be funded for the purposes of the Offer
via the Santander Debt Facility Agreement and Subscription Agreement, details
of which are provided in sections 11 and 12 below, respectively.
The directors of each of Irwell Holdco, Irwell Midco 1, Irwell Midco 2 and
Irwell Bidco are James Agnew and Harry Mills, appointees of Harwood, and there
are no group employees.
None of Irwell Holdco, Irwell Midco 1, Irwell Midco 2 or Irwell Bidco have any
operations or have traded since the date of their respective incorporations
nor paid any dividends or entered into any obligations, other than in
connection with the Offer and the financing of the Offer.
Between the date of this Announcement and the Effective Date, no member of the
Irwell Holdco Group is expected to conduct any business or activities other
than in connection with the Offer and the financing thereof.
Further information concerning the Irwell Holdco Group will be set out in the
Scheme Document.
9.2 Harwood Private Equity LLP
Harwood is a UK limited liability partnership authorised to conduct investment
business by the FCA on 21 December 2022. Its principal activity is the
provision of discretionary investment management and/or advisory services to
its clients. The funds it manages and/or advises typically take an active
interest in the running of the companies that they invest in with the aim of
adding significant value by changing or improving various aspects of an
investee company's business. As of 30 June 2025, the Harwood Capital
Management Group had approximately £2.4 billion of assets under management
(including advisory clients).
9.3 The Harwood Funds
Brief descriptions of the specific Harwood Funds that are investing in Irwell
Holdco in connection with the Offer are set out below:
Harwood Private Equity VI L.P.
HPE VI is an English limited partnership incorporated on 18 August 2022 under
registration number LP022768. The fund's first closing on 21 June 2024 secured
£100 million of committed capital. Its general partner is North Atlantic
Value GP 6 LLP. Harwood is the discretionary alternative investment fund
manager and the fund's objective is to generate high absolute returns from
investing in a portfolio of unquoted small and medium sized companies across a
range of sectors principally in the United Kingdom. It focuses on leveraged
buyouts and similar transactions including public-to-private investments.
North Atlantic Smaller Companies Investment Trust Plc
NASCIT is a UK investment trust listed on the main market of the London Stock
Exchange. Its objective is to provide capital appreciation through investment
in a portfolio of smaller companies principally based in countries bordering
the North Atlantic Ocean. It invests in both listed and unlisted companies.
Christopher Mills has been a director of NASCIT since 1984 and is currently
its Chief Executive and Investment Manager. He (along with persons deemed to
be acting in concert with him) is also its largest shareholder, being
interested in approximately 28.65 per cent. of its existing issued ordinary
share capital. Until August 2014, the joint managers of NASCIT were Mr Mills
(through Growth Financial Services Limited of which he is a director) and
Harwood Capital LLP. It is now an alternative investment fund under the
Alternative Investment Fund Managers Directive and is registered as an
internally managed full-scope Alternative Investment Fund Manager. Mr Mills,
as Chief Executive and Investment Manager, has control of investment decisions
in relation to NASCIT's investment portfolio subject to oversight by the board
of NASCIT.
NASCIT is the beneficial owner of 38,350,000 Frenkel Topping Shares,
representing approximately 29.96 per cent. of Frenkel Topping's existing
issued ordinary share capital. NASCIT is not a Voting Scheme Shareholder but
will be providing (i) a letter of confirmation that it approves of, and agrees
to be bound by, the Scheme in order to avoid the need for a separate court
meeting to be held to obtain its approval and (ii) an irrevocable undertaking
that it will vote in favour of the special resolution to be proposed at the
General Meeting and that it will elect for the Alternative Offer in respect of
its entire holding of Frenkel Topping Shares.
Harwood Holdco
Harwood Holdco is a private company incorporated in England and Wales under
registration number 03628075 with limited liability having its registered
office at 6 Stratton Street, Mayfair, London W1J 8LD, whose ultimate and
immediate parent undertaking is Harwood Capital Management which is controlled
by Christopher Mills. Its principal activities are proprietary trading in
securities and derivatives and holding of investments and its directors are
Christopher Mills, Charles Mills, Jeremy Brade and Ben Harber. For its latest
financial year ended 31 March 2024 it made an unaudited profit before tax of
approximately £6.61 million and as at 31 March 2024 had unaudited net assets
of approximately £113.25 million.
9.4 David Barral
In order to drive Irwell Bidco's strategic plans for Frenkel Topping, Irwell
Bidco and Irwell Holdco intend to appoint from the Effective Date, Mr David
Barral, as their Executive Chairman. Mr Barral, aged 63, brings a wealth of
experience to the Irwell Holdco Group, following an extensive executive and
non-executive career in financial services spanning over 40 years, having been
a former CEO of Aviva UK and Ireland Life and, more recently, Executive
Chairman of Curtis Banks Group plc.
9.5 Momentum S.à.r.l. and Siem Industries S.A.
Momentum is a company incorporated in Luxembourg, which is a wholly owned
subsidiary of Siem Industries S.A. and its managers are Jørgen Westad and
Samir El Moussaoui.
Siem Industries was incorporated with limited liability on 13 October 1980 in
the Cayman Islands and redomiciled to Luxembourg in 2020 as a société
anonyme. It is a diversified industrial holding company that operates mainly
through its autonomous affiliates and holds interests in several sectors,
including offshore energy services, ocean shipping and financial investments.
Siem Industries has approximately 390 shareholders. Its directors are Kristian
Siem (Chairman), Karen Siem, Louisa Siem, Harald Kuznik, Jørgen Westad and
Dominic Moross. Approximately 80 per cent. of the issued and outstanding
common shares are held by trusts whose potential beneficiaries include Mr
Siem's wife and children. In addition, Mr Siem indirectly owns approximately 1
per cent. There are no other significant shareholders holding more than 10 per
cent. of the issued share capital of Siem Industries. Mr Siem is the founder
of the Siem Industries group and has been Chairman of the company since 1982.
He is also chairman of Subsea 7 S.A. and Frupor, S.A.
As set out in section 11 below, the Harwood Funds and Momentum will provide
the majority of the funding required for the Offer alongside the Santander
Debt Facility Agreement, after allowing for irrevocable elections from certain
Scheme Shareholders for the Alternative Offer, by way of subscribing for
Irwell Holdco Units pursuant to the Subscription Agreement.
Further information concerning Harwood, the Harwood Funds, David Barral and
Momentum that are investing in Irwell Holdco will be set out in the Scheme
Document.
10. Irwell Bidco's intentions for Frenkel Topping's business, directors,
management, employees, pensions, research and development, assets and
locations
Irwell Bidco's strategic plans for Frenkel Topping
Irwell Bidco is confident in the overall prospects for Frenkel Topping's
operating businesses and the specialist professional and financial services
sector within which it operates. However, it believes that in order to
maximise the Company's future potential it will be better suited to a private
company environment, where, with Irwell Bidco's close support and assistance,
management will be able to concentrate on the more efficient delivery of its
medium term business plan, within a simplified corporate structure, free from
the requirement to meet the public equity market's shorter term expectations.
Irwell Bidco intends to seek to continue to grow the Frenkel Topping Group's
revenue base and pursue the enhancement of its existing professional and
financial service offerings. In addition, Irwell Bidco intends to support the
Company in pursuing further suitable bolt-on acquisitions in-line with the
existing corporate plan, whilst also ensuring that there is a tight control of
costs within a streamlined corporate structure and eliminating the regulatory
burden, constraints and numerous expenses associated with maintaining a UK
public listing, thereby enhancing value for its stakeholders in the longer
term.
Assets, headquarters, headquarter functions, research and development and
locations
The Irwell Bidco Directors believe that the Offer, if successfully completed,
will provide a stable and well capitalised future for Frenkel Topping. The
Irwell Bidco Directors have not sought to create a new strategic plan for
Frenkel Topping and instead intend to support management in continuing to
develop and execute management's existing medium-term strategy for the Frenkel
Topping Group.
Save for simplifying the UK corporate structure, the Irwell Bidco Directors
currently have no intention to change Frenkel Topping's existing headquarters
or related functions or other principal business locations or to redeploy
Frenkel Topping's fixed asset base. The Company does not have any research and
development function, and Irwell Bidco does not intend to create any such
function.
Pension schemes
The Irwell Bidco Directors have given assurances to the Independent Directors
that, following the Effective Date, the existing contractual and statutory
employment rights and terms and conditions of employment, including any
defined contribution pension arrangements, of the management and employees of
Frenkel Topping and its subsidiaries will be fully safeguarded in accordance
with applicable law. There are no defined benefit pension schemes operated by
the Frenkel Topping Group. Accordingly, the Irwell Bidco Directors believe
that the prospects for the employees of Frenkel Topping will not be adversely
affected by the implementation of the Scheme.
Directors, management and employees
Irwell Bidco believes that Frenkel Topping's senior management team has
significant knowledge of the Company's businesses and how they interact with
one another, and notes that certain of them hold key relationships with
Frenkel Topping's stakeholders. Notwithstanding this, Irwell Bidco intends to
implement certain changes to the Frenkel Topping Board to align it more
closely with a board of a company being operated in the private arena and to
more efficiently deliver on its medium-term strategy.
Accordingly, it is anticipated that Tim Linacre will step down from the
Frenkel Topping Board on or around the Effective Date. In addition, it is
intended that on the Effective Date, David Barral will be appointed as
Executive Chairman and that Christopher Mills shall assume the role of
Non-Executive Director.
Save as referred to above, the Irwell Bidco Directors do not currently have
any plans to make any other material changes either to the continued
employment or the terms and conditions of employment of the management and
employees of the Frenkel Topping Group or the balance of the skills and
functions of the employees of the Frenkel Topping Group. Accordingly, the
Irwell Bidco Board does not intend for the prospects of the employees of
Frenkel Topping to be adversely affected by the implementation of its
Proposals.
There are no agreements or arrangements between Irwell Bidco and any of the
existing management or employees of the Frenkel Topping Group in relation to
their ongoing involvement in the business and the Offer will not be
conditional on reaching any such agreements with such persons.
Irwell Bidco has not entered into and is not in discussions on any proposals
to enter into, any form of incentivisation arrangements with members of
Frenkel Topping's management who are interested in Frenkel Topping Shares.
Following the Scheme becoming Effective, Irwell Bidco may put in place
appropriate incentive arrangements for certain members of Frenkel Topping's
management team. No proposals have been made on the terms of any such
incentive arrangements for relevant managers.
Cancellation of the admission to trading on AIM and re-registration
The Frenkel Topping Shares are currently admitted to trading on AIM. On
successful completion of the Offer, the Company will become a wholly owned
subsidiary of Irwell Bidco, and it is therefore intended that application will
be made to the London Stock Exchange for the cancellation of the admission to
trading of the Frenkel Topping Shares on AIM to become effective as soon as
practicable after the Effective Date.
It is expected that the last day of dealings in Frenkel Topping shares on AIM
will be the last Business Day prior to the Effective Date and no transfers
will be registered after 6.00 p.m. (London time) on that date.
On the Effective Date, share certificates in respect of Frenkel Topping Shares
will cease to be valid and should be destroyed. Entitlements to Frenkel
Topping Shares held within the CREST system will be cancelled upon, or shortly
after, the Scheme becoming Effective.
It is also intended that, following the Scheme becoming Effective, and after
the Frenkel Topping Shares have been cancelled from trading on AIM, Frenkel
Topping will be re‑registered as a private limited company under the
relevant provisions of the Companies Act 2006.
It is further intended that following successful completion of the Offer,
Irwell Bidco will seek for the Irwell Holdco Shares to be admitted to trading
on a suitable UK matched bargain facility platform and for the Irwell Midco 1
Loan Notes to be separately traded on TISE to enable holders of Irwell Holdco
Units to potentially buy and sell such equity and debt securities thereafter.
None of the statements in this section 10 constitute "post-offer undertakings"
for the purposes of Rule 19.5 of the Code.
11. Financing of the Proposals
Strand Hanson, financial adviser to the Irwell Holdco Group and Harwood, is
satisfied that sufficient financial resources are available to Irwell Bidco to
enable it to satisfy in full the maximum Cash Consideration payable pursuant
to the terms of the Scheme. Assuming that the Fixed Consideration is payable
to all Scheme Shareholders (save for those Scheme Shareholders who have
irrevocably undertaken to elect to receive the Alternative Offer pursuant to
the terms of the Scheme and their irrevocable undertakings), the cash
consideration element of the Offer would require a maximum cash payment of
approximately £47.52 million by Irwell Bidco.
Strand Hanson has not been required to confirm, and has not confirmed, that
resources are available to Irwell Bidco to enable it to satisfy the repayment
of any CVR Loan Notes to be issued by Irwell Bidco pursuant to the CVR and
Frenkel Topping Shareholders will be at risk if, for any reason, Irwell Bidco
is not in a position to meet its obligations under the CVR.
The maximum Cash Consideration payable under the terms of the Proposals will
be funded by:
i) Irwell Bidco's cash resources made available from Irwell Holdco,
pursuant to certain intragroup loan agreements, following the subscriptions
for Irwell Holdco Units by the Irwell Holdco Investors, pursuant to the
Subscription Agreement details of which are provided in section 12 below; and
ii) £19 million available for drawdown from a senior facility
agreement (the "Santander Debt Facility Agreement") in the principal aggregate
amount of up to £21 million which Irwell Midco 2 and Irwell Bidco have
entered into with Santander.
The Santander Debt Facility Agreement is comprised of a revolving credit
facility of up to £21 million of which £19 million shall be available for
drawdown, subject to the satisfaction of certain customary conditions
precedent, by Irwell Bidco for a period of up to 180 days from the date of
signing the Santander Debt Facility Agreement for funds drawn to finance up to
£19 million of the Cash Consideration payable in respect of the Proposals,
unless the Offer is withdrawn prior to that time. The remaining £2 million of
the facility shall be available for drawdown, subject to the satisfaction of
certain customary conditions precedent, by Irwell Bidco from the Effective
Date until one month prior to the sixth anniversary of the Santander Debt
Facility Agreement for funds drawn to satisfy the enlarged group's general
working capital requirements.
Under the Santander Debt Facility Agreement, Irwell Bidco has agreed, inter
alia, that:
i) except as required by the Code, the Panel or the Court, it will not
waive or amend any Condition set out in this Announcement where such amendment
or waiver would be reasonably likely to be prejudicial or adverse to the
interests of the finance parties under the Santander Debt Facility Agreement;
and
ii) if Irwell Bidco elects, with the consent of Santander, to acquire
the Frenkel Topping Shares by way of a Takeover Offer, it will not declare
such Takeover Offer unconditional as to acceptances until it has received
valid acceptances in respect of over 75 per cent. in number of the ordinary
shares in Frenkel Topping to which such offer relates.
12. Subscription Agreement
Pursuant to the Subscription Agreement, the Irwell Holdco Investors have
agreed that they will subscribe for, in aggregate, up to 91,260,549 Irwell
Holdco Units at a price of 40 pence per unit so as to provide Irwell Bidco
(via certain intragroup loan agreements) with the amount required, alongside
the abovementioned senior sterling facility from Santander and the
subscription by NASCIT for Irwell Bidco Rollover Loan Notes (as described
below), to satisfy the maximum aggregate Cash Consideration payable in
accordance with the Scheme (having regard to the irrevocable undertakings
already received from certain Scheme Shareholders to elect to receive the
Alternative Offer pursuant to the terms of the Scheme) and to satisfy certain
fees and expenses in connection with implementation of the Offer as well as
providing additional general working capital for the enlarged group following
the Effective Date. Such obligation to subscribe for Irwell Holdco Units is
conditional upon the Scheme becoming Effective. The subscription monies shall
be made available no later than five calendar days after the date on which the
Scheme becomes Effective.
The Subscription Agreement additionally contains provisions under which NASCIT
will subscribe for approximately £19.70 million of Irwell Bidco Rollover Loan
Notes pursuant to the Irwell Bidco Rollover Loan Note Instrument, of which
£15.34 million will be satisfied by NASCIT's election for the Alternative
Offer in respect of the 38,350,000 Scheme Shares held by it, and the balance
will be satisfied by NASCIT irrevocably directing that approximately £4.36
million (being the aggregate of the Alternative Offer Cash Consideration that
it will be entitled to following the Scheme becoming Effective and its
entitlement to the 2024 Final Dividend) shall be applied as payment for such
additional Irwell Bidco Rollover Loan Notes. These Irwell Bidco Rollover Loan
Notes shall then be subject to the rollover mechanics set out in section 3.1
of this Announcement such that NASCIT's entitlement to the Alternative Offer
Cash Consideration and the 2024 Final Dividend is reinvested into the Irwell
Holdco Group.
13. Frenkel Topping Share Option Schemes
Participants in the Frenkel Topping Share Option Schemes will be contacted
regarding the effect of the Scheme on their rights under such schemes. In
accordance with Rule 15 of the Code, Irwell Bidco will make appropriate
proposals via separate letters to be sent to such participants in due course
and details of such proposals will also be set out in the Scheme Document. The
acquisition of Frenkel Topping Shares pursuant to the Offer will apply to all
Frenkel Topping Shares which are unconditionally allotted, issued or
transferred to satisfy the exercise of options under the Frenkel Topping Share
Option Schemes within the period set out in the aforementioned letters after
the Effective Date.
14. Permitted offer-related arrangements
14.1 Confidentiality Agreement
On 6 June 2025, Frenkel Topping and Harwood entered into a confidentiality
agreement relating to the proposed Offer, pursuant to which Harwood agreed to
keep confidential certain information supplied by Frenkel Topping for the
purposes of considering the proposed Offer. Such confidentiality obligations
will remain in force until the Effective Date (or a Takeover Offer becomes or
is declared unconditional in all respects) or otherwise for a period of 24
months from the date of the confidentiality agreement.
14.2 CVR Deed Poll
On 30 September 2025, Irwell Bidco entered into the CVR Deed Poll.
A summary of the key terms of the CVR Deed Poll is contained in Appendix II to
this Announcement.
15. Structure and implementation of the Proposals
Process
It is intended that the Offer will be implemented by means of a
Court-sanctioned scheme of arrangement between Frenkel Topping and its
shareholders under Part 26 of the Companies Act 2006, the provisions of which
will be set out in full in the Scheme Document. The purpose of the Scheme,
together with the proposed changes to Frenkel Topping's Articles, is to
provide for Irwell Bidco to become the owner of the entire ordinary share
capital of Frenkel Topping in issue when the Scheme becomes Effective. This
is to be achieved by the transfer of the Scheme Shares to Irwell Bidco. In
consideration for this transfer, the holders of Scheme Shares will be entitled
to receive the Cash Consideration and CVR Consideration on the basis set out
in section 2 above and/or to elect for the Alternative Offer on the basis set
out in section 3 above.
The implementation of the Proposals will be subject to the satisfaction or
waiver of each of the Conditions and the further terms to be set out in the
Scheme Document and the Form of Election. In particular, the Scheme will
require the approval of Voting Scheme Shareholders by the passing of a
resolution at the Court Meeting. The resolution must be approved by a majority
in number of those Voting Scheme Shareholders present and voting, either in
person or by proxy, at the Court Meeting representing 75 per cent. or more in
value of all Scheme Shares voted. NASCIT is not a Voting Scheme Shareholder
but will provide a letter of confirmation that it approves and agrees to be
bound by the Scheme in order to avoid the need for a separate court meeting to
be held to obtain their approval. Implementation of the Proposals will also
require the passing of a special resolution to deal with certain ancillary
matters which will require the approval of Frenkel Topping Shareholders
representing at least 75 per cent. of the votes cast at the General Meeting.
Pursuant to the terms of an irrevocable undertaking, NASCIT is able to, and
will, vote in respect of its Frenkel Topping Shares at the General Meeting.
Following the Meetings and satisfaction of the FCA Condition, the Scheme will
become Effective following sanction by the Court and delivery of the Scheme
Court Order to the Registrar of Companies. Any Frenkel Topping Shareholder is
entitled to attend the Scheme Court Hearing in person or through counsel to
support or oppose the sanctioning of the Scheme.
Upon the Scheme becoming Effective, it will be binding on all holders of
Scheme Shares, irrespective of whether or not, being entitled to do so, they
attended or voted at the Court Meeting and/or the General Meeting and share
certificates in respect of Frenkel Topping Shares will cease to be valid and
should be destroyed. In addition, entitlements to Frenkel Topping Shares held
within the CREST system will be cancelled upon, or shortly after, the Scheme
becoming Effective.
The Scheme will contain a provision for Irwell Bidco to consent, on behalf of
all persons concerned, to any modification of, or addition to, the Scheme or
to any condition that the Court may approve or impose.
As part of the implementation of the Proposals, it is anticipated that
application will be made to the London Stock Exchange for the cancellation of
the admission of the Frenkel Topping Shares to trading on AIM, to take effect
from or shortly after the Effective Date and that Frenkel Topping will be
re-registered as a private limited company, as detailed in section 17 below.
Anticipated timetable
Frenkel Topping currently anticipates that:
(a) it will despatch the Scheme Document, together with the Forms of Proxy
and Form of Election, to Frenkel Topping Shareholders and, for information
only, to the holders of Options granted under the Frenkel Topping Share Option
Schemes within the next 28 days (or by such later date as may be agreed with
the Panel);
(b) the Court Meeting and General Meeting will take place in November 2025;
and
(c) subject to the Scheme becoming unconditional and Effective in
accordance with its terms, including satisfaction of the FCA Condition, the
Proposals are expected to become Effective shortly after receipt of the
requisite approval from the FCA and the sanction of the Court, with the
consideration being payable to Frenkel Topping Shareholders under the
Proposals no later than 14 days after the Effective Date.
The timing of events which relate to the implementation of the Proposals is,
however, subject to the approval of the Court and is therefore subject to
change. A full anticipated timetable of principal events will be set out in
the Scheme Document.
If the Proposals do not become Effective by the Long Stop Date, the Proposals
will lapse except where the approval of Voting Scheme Shareholders at the
Court Meeting and Frenkel Topping Shareholders at the General Meeting is
obtained before this date, in which case the Long Stop Date for the Proposals
may be extended to such later date as Irwell Bidco and Frenkel Topping may
agree with the consent of the Panel and, if required, the approval of the
Court.
16. Conditions of the Offer
The Offer will be subject to the Conditions and certain further terms set out
in Appendix I to this Announcement and to be set out in the Scheme Document.
The Offer is conditional on, inter alia, the following conditions:
· the approval of the FCA;
· approval from the requisite majorities of Voting Scheme
Shareholders at the Court Meeting and Frenkel Topping Shareholders at the
General Meeting;
· the sanction of the Scheme by the Court; and
· the delivery of a copy of the Court Order to the Registrar of
Companies for registration.
If the Scheme does not become Effective on or before the Long Stop Date (or
such later date as Frenkel Topping and Irwell Bidco may, with the consent of
the Panel and, if required, the Court, agree) it will lapse, and the Offer
will not proceed (unless the Panel otherwise consents).
17. Cancellation of admission to trading on AIM and re‑registration
On completion of the Offer, the Company will become a wholly owned subsidiary
of Irwell Bidco. Prior to the Scheme becoming Effective, Frenkel Topping will
make an application to the London Stock Exchange for the cancellation of the
admission of the Frenkel Topping Shares to trading on AIM, to take effect on
or shortly after the first Business Day after the Effective Date. The last day
of dealings in, and registration of transfers of, Frenkel Topping Shares
(other than the registration of the transfer of the Scheme Shares to Irwell
Bidco pursuant to the Scheme) on AIM is expected to be the Business Day
immediately prior to the Effective Date and no transfers shall be registered
after 6.00 p.m. (London time) on that date.
On the Effective Date, share certificates in respect of Frenkel Topping Shares
will cease to be valid and of any value and should be destroyed. In addition,
entitlements to Frenkel Topping Shares held within the CREST system will be
cancelled on or shortly after the Effective Date.
It is also intended that, following the Scheme becoming Effective, and after
the Frenkel Topping Shares have been cancelled from trading on AIM, Frenkel
Topping will be re‑registered as a private limited company under the
relevant provisions of the Companies Act 2006.
18. Overseas shareholders
The issue of Irwell Holdco Units to holders of Scheme Shares in Restricted
Jurisdictions may necessitate compliance with special requirements under the
laws of such Restricted Jurisdictions. Accordingly, the Alternative Offer is
not being made available to Restricted Overseas Shareholders (which includes
US Persons) and the Irwell Holdco Units will not be offered, sold or
delivered, directly or indirectly, in or into any Restricted Jurisdiction.
Restricted Overseas Shareholders shall therefore receive the Cash Offer,
notwithstanding any purported election made by them for the Alternative Offer.
Frenkel Topping Shareholders who have registered addresses in or who are
resident in, or citizens of, countries other than the United Kingdom should
consult their independent professional advisers as to whether they require any
governmental or other consents or need to observe any other formalities to
enable them to participate in the Scheme and/or the Alternative Offer. If a
Frenkel Topping Shareholder is in any doubt as to his or her eligibility to
participate in the Scheme and/or the Alternative Offer, he/she should contact
his/her independent professional adviser immediately.
The availability of the Scheme and/or the Alternative Offer to persons
resident in, or citizens of, jurisdictions outside the United Kingdom may be
affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements. It is the responsibility of each of the Frenkel
Topping Shareholders who are not resident in the United Kingdom to satisfy
themselves as to the full observance of the laws of the relevant jurisdiction
in connection therewith, including the obtaining of any governmental exchange
control or other consents which may be required or compliance with other
necessary formalities which are required to be observed and the payment of any
issue, transfer or other taxes due in such jurisdiction. Any failure to
comply with such applicable requirements may constitute a violation of the
securities laws of any such jurisdictions.
Irwell Holdco Shares and Irwell Holdco Units have not been and will not be
registered under the US Securities Act or under the securities laws of any
state, district or jurisdiction of the United States. The Alternative Offer
is not being made available to Scheme Shareholders who are Restricted Overseas
Shareholders (which includes US Persons), and the Irwell Holdco Units will not
be offered, sold or delivered, directly or indirectly, in or into any
Restricted Jurisdiction. Accordingly, Scheme Shareholders who are Restricted
Overseas Shareholders (which includes US Persons) shall receive the Cash Offer
consideration notwithstanding any purported election made by them for the
Alternative Offer, and there shall be no issuance of Irwell Holdco Units to
such Restricted Overseas Shareholders.
Where Irwell Bidco believes that an election for the Alternative Offer by any
Scheme Shareholder may infringe applicable legal or regulatory requirements,
or may result in a requirement for a registration under the US Securities Act,
US Exchange Act or any other securities laws in the United States, or the
securities laws of any other Restricted Jurisdiction, Irwell Bidco will have
the right to deem that such Scheme Shareholder has not validly elected for the
Alternative Offer and such Scheme Shareholder will instead receive the Cash
Consideration and CVR Consideration (via the nominee designated in the CVR
Deed Poll) in respect of the Scheme Shares which are subject to such an
election in accordance with the terms of the Scheme.
This Announcement has been prepared for the purposes of complying with English
law, the Code, the Disclosure Guidance and Transparency Rules, the AIM Rules
and the Companies Act 2026, and the information disclosed may be different
from that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside England
including the US Exchange Act.
19. Disclosure of interests in the Frenkel Topping Group's relevant
securities
Save for the 38,350,000 Frenkel Topping Shares held by NASCIT which represent,
in aggregate, approximately 29.96 per cent. of Frenkel Topping's existing
issued ordinary share capital (as set out in section 9.3 above) and the
irrevocable undertakings and letter of intent referred to in section 7 above
and Appendix IV to this Announcement, as at the close of business on 29
September 2025, being the Latest Practicable Date, neither the Irwell Holdco
Group, Harwood nor any of the directors or members (as applicable) of the
Irwell Holdco Group or Harwood, nor so far as the directors or members (as
applicable) of the Irwell Holdco Group and Harwood are aware, any person
acting, or deemed to be acting, in concert (within the meaning of the Code)
with the Irwell Holdco Group for the purposes of the Offer has:
(a) any interest in, or right to subscribe for, any relevant securities of
Frenkel Topping;
(b) any short positions in respect of any relevant securities of Frenkel
Topping (whether conditional or absolute and whether in-the-money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery of relevant securities of Frenkel Topping;
(c) borrowed or lent any relevant securities of Frenkel Topping (save for
any borrowed shares which have been either on-lent or sold);
(d) procured an irrevocable commitment or letter of intent to vote in
favour of the Scheme or accept a Takeover Offer in respect of any relevant
securities of Frenkel Topping; nor
(e) any arrangement in relation to any relevant securities of Frenkel
Topping.
For these purposes, an "arrangement" includes any indemnity or option
arrangement, any agreement or understanding, formal or informal, of whatever
nature, relating to the relevant securities of Frenkel Topping which is, or
may be, an inducement to deal or refrain from dealing in such securities.
20. General
Irwell Bidco reserves the right to elect, with the consent of the Panel, to
implement the acquisition of the Frenkel Topping Shares by way of a Takeover
Offer as an alternative to the Scheme. In such event, the Takeover Offer would
be made on substantially the same terms as those which would apply to the
Scheme (subject to appropriate amendments, including an acceptance condition
set at 75 per cent. of the shares to which such offer relates or such lesser
percentage, being more than 50 per cent., as Irwell Bidco may decide, with the
consent of Santander). The Scheme Document is currently intended to be posted
to Frenkel Topping Shareholders within 28 days of the date of this
Announcement, unless otherwise agreed with the Panel.
The Scheme will be made on the terms and subject to the Conditions set out in
Appendix I to this Announcement and to be set out in the Scheme Document and
the Form of Election. The Scheme Document will include full details of the
Scheme, together with formal notices of the Court Meeting and the General
Meeting and the full expected timetable of principal events and will be
accompanied by Forms of Proxy for the Meetings and a Form of Election in
respect of the Alternative Offer. The Scheme will be subject to the applicable
requirements of the Code, the Panel, the London Stock Exchange and the FCA.
In deciding whether or not to vote in favour of the Scheme in respect of their
Frenkel Topping Shares, Voting Scheme Shareholders should only rely on the
information contained in, and follow the procedures described in, the Scheme
Document, the Forms of Proxy and the Form of Election.
Appendix II contains details of the CVR and associated CVR Loan Notes.
Appendix III contains the sources of information and bases of calculations of
certain information contained in this Announcement. Appendix IV contains
details of the irrevocable undertakings and letter of intent received by
Irwell Bidco. Appendix V contains a summary of the key rights attaching to the
Irwell Holdco Ordinary Shares, Irwell Holdco Preference Shares and the terms
of the Irwell Midco 1 Loan Notes. Certain defined terms used throughout this
Announcement are set out in Appendix VI to this Announcement.
21. Consents
Strand Hanson has given and not withdrawn its consent to the publication of
this Announcement with the inclusion in it of the references to its name and
(where applicable) advice in the form and context in which they appear.
Cavendish has given and not withdrawn its consent to the publication of this
Announcement with the inclusion in it of the references to its name and (where
applicable) advice in the form and context in which they appear.
22. Documents available on websites
Copies of the following documents will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, for
inspection on each of Frenkel Topping's and Harwood's websites at
www.frenkeltoppinggroup.co.uk and www.harwoodpe.co.uk, respectively by no
later than 12 noon (London time) on the Business Day following this
Announcement until the end of the Offer Period:
· this Announcement;
· the irrevocable undertakings and letter of intent referred to in
section 7 above and summarised in Appendix IV to this Announcement;
· the Confidentiality Agreement;
· the CVR Deed Poll and CVR Loan Note Instrument;
· the Santander Debt Facility Agreement referred to in section 11
above;
· the Subscription Agreement referred to in section 12 above;
· the Irwell Bidco Rollover Loan Note Instrument referred to in
sections 3.1 and 12 above;
· the Irwell Midco 1 PIK Loan Note Agreement details of which are set
out in Appendix V to this Announcement; and
· the written consents provided by Strand Hanson and Cavendish
referred to in section 21 of this Announcement.
Neither the content of the websites referred to in this Announcement, nor any
website accessible from any hyperlinks set out in this Announcement, is
incorporated into or forms part of this Announcement.
Enquiries:
Irwell Financial Services Bidco Limited Tel: +44 (0)207 640 3200
James Agnew, Director
Harry Mills, Director
Strand Hanson Limited Tel: +44 (0)207 409 3494
(Financial Adviser to the Irwell Holdco Group and Harwood)
James Dance / Matthew Chandler / Rob Patrick
Frenkel Topping Group plc Tel: +44 (0)161 886 8000
Richard Fraser, Chief Executive Officer
Cavendish Capital Markets Limited Tel: +44 (0)207 220 0500
(Financial and Rule 3 Adviser, Nominated Adviser and Broker to Frenkel
Topping)
Henrik Persson / Marc Milmo / Finn Gordon / Isaac Hooper
Shoosmiths LLP is providing legal advice to the Irwell Holdco Group and
Harwood.
Fladgate LLP is providing legal advice to Frenkel Topping.
Important Notices
The Proposals will be subject to the Conditions and to the further terms and
conditions to be set out in the Scheme Document and the Form of Election.
The Proposals are being made solely through the Scheme Document and the Form
of Election, which will contain the full terms and conditions of the
Proposals, including details of how to vote in respect of the Proposals. Any
vote in relation to the Proposals should be made only on the basis of the
information contained in the Scheme Document and the Form of Election.
Frenkel Topping Shareholders are advised to read the Scheme Document and the
Form of Election carefully, once they have been despatched.
Strand Hanson Limited, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively as financial adviser
to the Irwell Holdco Group and Harwood and no-one else in connection with the
Proposals and other matters described in this Announcement and will not be
responsible to anyone other than the Irwell Holdco Group and Harwood for
providing the protections afforded to clients of Strand Hanson Limited or for
providing advice in relation to the Proposals, the contents of this
Announcement or any other matter referred to herein. Neither Strand Hanson
Limited nor any of its subsidiaries, branches or affiliates (nor their
respective directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Strand Hanson Limited in connection with this Announcement, any
statement contained herein or otherwise. No representation or warranty,
express or implied, is made by Strand Hanson Limited as to the contents of
this Announcement.
Cavendish Capital Markets Limited, 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 Proposals and other matters described in this
Announcement and will not be responsible to anyone other than Frenkel Topping
for providing the protections afforded to clients of Cavendish Capital Markets
Limited or for providing advice in relation to the Proposals, the contents of
this Announcement or any other matter referred to herein. Neither Cavendish
Capital Markets Limited nor any of its subsidiaries, branches or affiliates
(nor their respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Cavendish Capital Markets Limited in connection
with this Announcement, any statement contained herein or otherwise. No
representation or warranty, express or implied, is made by Cavendish Capital
Markets Limited as to the contents of this Announcement.
Further information
This Announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an 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 the Offer or otherwise, nor shall
there be any sale, issuance or transfer of the securities of Frenkel Topping
in any jurisdiction in contravention of applicable law. The Offer will be
implemented solely pursuant to the terms of the Scheme Document (or, if the
Offer is implemented by way of a Takeover Offer, the Takeover Document), which
will contain the full terms and conditions of the Offer, including details of
how to vote in respect of the Offer. Any vote in respect of the Scheme or
other response in relation to the Offer should be made only on the basis of
the information contained in the Scheme Document (or, if the Offer is
implemented by way of a Takeover Offer, the Takeover Document).
This Announcement does not constitute a prospectus, prospectus equivalent
document or exempted document nor does this Announcement, or the information
contained herein, constitute a solicitation of proxies. Frenkel Topping
Shareholders are not being asked, at this time, to execute a proxy in favour
of the Offer or the matters described herein.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement contains inside information in relation to Frenkel Topping
for the purposes of Article 7 of the Market Abuse Regulation. The person
responsible for arranging the release of this Announcement on behalf of
Frenkel Topping is Richard Fraser. Frenkel Topping's Legal Entity Identifier
is 213800I5L3K7AT7A4R20. The person responsible for arranging the release of
this Announcement on behalf of Irwell Bidco is James Agnew.
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or other independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent
financial adviser.
Overseas jurisdictions
The release, publication or distribution of this Announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Offer disclaim any responsibility or liability for the violation of such
restrictions by any person. This Announcement has been prepared in accordance
with and for the purpose of complying with English law, the Code, the AIM
Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and the information disclosed may not be the same as that
which would have been prepared in accordance with the laws of jurisdictions
outside England including, without limitation the United States and Canada.
The availability of the Offer to Frenkel Topping Shareholders who are not
resident in, and citizens of the UK may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the UK should inform themselves of,
and observe, any applicable legal or regulatory requirements of their
jurisdictions. In particular, the ability of persons who are not resident in
the United Kingdom to vote their Frenkel Topping Shares with respect to the
Scheme at the Court Meeting, or to appoint another person as proxy to vote at
the Court Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person. Further
details in relation to Overseas Shareholders will be contained in the Scheme
Document (or, if the Offer is implemented by way of a Takeover Offer, the
Takeover Document).
Unless otherwise determined by Irwell Bidco or required by the Code, and
permitted by applicable law and regulation, the Offer will not be made
available, directly or indirectly, in, into, from, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction and no person may vote in favour of the Scheme by any
such use, means or instrumentality or from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Copies of this Announcement and any formal documentation
relating to the Offer are not being, and may not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents (including,
without limitation, agents, custodians, nominees and trustees) may not mail or
otherwise forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Offer. If the Offer is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the Offer may
not be made directly or indirectly, in, into, from, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.
The issue of Irwell Holdco Units to holders of Scheme Shares in Restricted
Jurisdictions would necessitate compliance with any special requirements under
the laws of such Restricted Jurisdictions. Accordingly, the Alternative Offer
is not being made available to Restricted Overseas Shareholders who shall
instead receive the Cash Offer consideration, notwithstanding any election
made by them for the Alternative Offer.
Additional information for US investors
Frenkel Topping Shareholders in the United States should note that the Offer
relates to the securities of a company organised under the laws of England and
Wales and is proposed to be effected by means of a scheme of arrangement under
the Companies Act 2006. This Announcement, the Scheme Document and certain
other documents relating to the Offer have been or will be prepared in
accordance with English law, the AIM Rules, the Code and UK disclosure
requirements, and the format and style applicable to a scheme of arrangement
under the Companies Act 2006, all of which differ from those in the United
States. A transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Scheme is subject to the disclosure
requirements of and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements and practices of
the United States tender offer and proxy solicitation rules.
The CVRs, Irwell Holdco Ordinary Shares, Irwell Holdco Preference Shares and
Irwell Midco 1 Loan Notes referred to in this Announcement have not been, and
will not be, registered under the US Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States
and may not be offered, sold, exercised, resold, transferred or delivered,
directly or indirectly, in or into the United States except pursuant to an
exemption from the registration requirements of the US Securities Act. The
CVRs, Irwell Holdco Ordinary Shares, Irwell Holdco Preference Shares and
Irwell Midco 1 Loan Notes are expected to be issued in reliance upon the
exemption from the registration requirements of the US Securities Act provided
by section 3(a)(10) thereof. Frenkel Topping Shareholders who are or will be
"affiliates" (within the meaning of Rule 144 under the US Securities Act) of
Frenkel Topping or Irwell Bidco prior to, or of Irwell Bidco after, the
Effective Date will be subject to certain US transfer restrictions relating to
the CVRs, Irwell Holdco Ordinary Shares, Irwell Holdco Preference Shares and
Irwell Midco 1 Loan Notes received pursuant to the Scheme as will be further
described in the Scheme Document.
Frenkel Topping Shareholders located or resident in the United States or who
are otherwise US Persons will not be permitted to elect to receive Irwell
Holdco Units pursuant to the Alternative Offer, and any purported election to
receive Irwell Holdco Units pursuant to the Alternative Offer by Frenkel
Topping Shareholders located or resident in the United States, or which, at
the sole discretion of Irwell Bidco, appear to be made in respect of Frenkel
Topping Shares beneficially held by persons located or resident in the United
States or who otherwise appear to be US Persons will not be accepted.
Accordingly, Frenkel Topping Shareholders located or resident in the United
States or who are otherwise US Persons will receive the Cash Offer
consideration pursuant to the Scheme, and no Irwell Holdco Units will be
issued to any such Frenkel Topping Shareholder located or resident in the
United States.
By electing to receive Irwell Holdco Units pursuant to the Alternative Offer,
Frenkel Topping Shareholders will be deemed to represent and warrant, on
behalf of themselves and any person on whose behalf they beneficially hold
their Frenkel Topping Shares, that they: (i) are not located or resident in
the United States or otherwise a US Person; and (ii) are not electing to
receive Irwell Holdco Units pursuant to the Alternative Offer with a view to,
or for the offer or sale of Irwell Holdco Units in connection with, any
distribution thereof (within the meaning of the US Securities Act) in the
United States or to US Persons.
Frenkel Topping's and/or Irwell Holdco's financial statements, and all
financial information that is included in this Announcement or that may be
included in the Scheme Document, or any other documents relating to the Offer,
have been prepared in accordance with UK adopted International Accounting
Standards and may not be comparable to the financial statements of companies
in the United States or other companies whose financial statements are
prepared in accordance with US generally accepted accounting principles. US
generally accepted accounting principles differ in certain respects from UK
adopted International Accounting Standards. None of the financial information
in this Announcement has been audited in accordance with the auditing
standards generally accepted in the US or the auditing standards of the Public
Company Accounting Oversight Board of the US.
It may be difficult for US holders of Frenkel Topping Shares to enforce their
rights and any claims they may have arising under US federal securities laws
in connection with the Offer, since Frenkel Topping is organised under the
laws of a country other than the United States, and some or all of its
officers and directors may be residents of countries other than the United
States, and most of the assets of Frenkel Topping are located outside of the
United States. US holders of Frenkel Topping Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for violations
of US federal securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's jurisdiction
or judgment.
None of the securities referred to in this Announcement have been approved or
disapproved by the US Securities and Exchange Commission, any State securities
commission in the United States or any other US regulatory authority, nor have
any such authorities passed judgment upon the fairness or the merits of the
Offer or determined if the information in this Announcement is accurate or
complete. Any representation to the contrary is a criminal offence in the
United States.
The receipt of the Fixed Consideration and the CVR Consideration pursuant to
the Offer in the United States as consideration for the transfer of Scheme
Shares pursuant to the Scheme may be a taxable transaction for United States
federal income tax purposes and under any applicable United States state and
local income tax laws. Each Scheme Shareholder in the United States is urged
to consult its independent professional tax or legal adviser immediately
regarding the US federal, state and local income and non-income tax
consequences of the Offer applicable to it, as well as any consequences
arising under the laws of any other taxing jurisdiction.
The Offer may, in the circumstances provided for in this Announcement, instead
be carried out by way of a Takeover Offer under the laws of England and Wales.
If Irwell Bidco exercises, with the consent of the Panel, its right to
implement the Offer by way of a Takeover Offer, such Takeover Offer will be
made in compliance with applicable US tender offer and US federal securities
laws and regulations, including the exemptions therefrom. In accordance with
normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act,
Irwell Bidco or its nominees, or its brokers (acting as agents), may, from
time to time, make certain purchases of, or arrangements to purchase, Frenkel
Topping Shares outside of the United States, other than pursuant to the Offer,
until the date on which the Offer becomes Effective, lapses or is otherwise
withdrawn, in compliance with applicable law, including the US Exchange Act.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases will be disclosed, as required in the UK, and reported to a
Regulatory Information Service, and will be available on the London Stock
Exchange's website at: www.londonstockexchange.com
(http://www.londonstockexchange.com) .
If, in the future, with the consent of the Panel, Irwell Bidco were to elect
to implement the Offer by means of a Takeover Offer, such Offer will be made
in accordance with the Code. Such a Takeover Offer may be made in the United
States by Irwell Bidco and no one else. Accordingly, the Offer may be subject
to disclosure and other procedural requirements, including with respect to
withdrawal rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic tender
offer procedures and law.
Cautionary note regarding forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Offer, and other information
published by Irwell Bidco and Frenkel Topping contain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking statements
are prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of Irwell Bidco and
Frenkel Topping about future events and are therefore subject to risks and
uncertainties which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements.
The forward-looking statements contained in this Announcement include
statements relating to the expected effects of the Offer on Irwell Bidco and
Frenkel Topping (including their future prospects, developments and
strategies), the expected timing and scope of the Offer and other statements
other than historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as "prepares",
"plans", "expects" or "does not expect", "is expected", "is subject to",
"budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved. Forward-looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Irwell
Bidco, any member of the Irwell Holdco Group, Frenkel Topping's or any member
of Frenkel Topping Group's operations and potential synergies resulting from
the Offer; and (iii) the effects of global economic conditions and
governmental regulation on Irwell Bidco or Frenkel Topping's business.
Although Irwell Bidco and Frenkel Topping believe that the expectations
reflected in such forward-looking statements are reasonable, Irwell Bidco and
Frenkel Topping can give no assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements, and no undue reliance should be
placed on any such forward-looking statements.
These factors include, but are not limited to: the ability to complete the
Offer; the ability to obtain requisite regulatory and shareholder approvals
and the satisfaction of other Conditions on the proposed terms and schedule;
changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; changes in the anticipated benefits
from the proposed transaction not being realised as a result of changes in
general economic and market conditions in the countries in which Irwell Bidco
and Frenkel Topping operate, weak, volatile or illiquid capital and/or credit
markets, changes in tax rates, interest rate and currency value fluctuations,
the degree of competition in the geographic and business areas in which Irwell
Bidco, the Irwell Holdco Group, Frenkel Topping and the Frenkel Topping Group
operate and changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the forward-looking
statements. If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual results may
differ materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the light of such
factors. Neither Irwell Bidco nor Frenkel Topping, nor any of their respective
associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this Announcement will actually occur.
You are cautioned not to place any reliance on these forward-looking
statements.
Specifically, any statements of estimated cost savings and synergies relate to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated.
Due to the scale of the Frenkel Topping Group, there may be additional changes
to the Frenkel Topping Group's operations. As a result and given the fact that
the changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.
Other than in accordance with their legal or regulatory obligations, neither
Irwell Bidco nor Frenkel Topping is under any obligation, and Irwell Bidco and
Frenkel Topping expressly disclaim any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
Except as expressly provided in this Announcement, no forward-looking or other
statements have been reviewed by the auditors of the Irwell Holdco Group or
the Frenkel Topping Group. All subsequent oral or written forward-looking
statements attributable to any member of the Irwell Holdco Group or the
Frenkel Topping Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their entirety by
the cautionary statement above.
No profit forecasts, quantified financial benefit statements or estimates
No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified financial benefit statement for any period and no
statement in this Announcement should be interpreted to mean that earnings or
earnings per share for Frenkel Topping or Irwell Bidco for the current or
future financial years would necessarily match or exceed the historical
published earnings or earnings per share for Frenkel Topping or Irwell Bidco.
Dealing and Opening Position Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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) of the Code applies must
be made by no later than 3.30 p.m. (London time) on the 10th Business Day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. (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
per cent. 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 p.m. (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 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 Harwood's website at www.harwoodpe.co.uk and
on Frenkel Topping's website at www.frenkeltoppinggroup.co.uk/ by no later
than 12 noon (London time) on the Business Day following this Announcement.
For the avoidance of doubt, neither the content of these websites nor of any
other website accessible from hyperlinks set out in this Announcement is
incorporated by reference or forms part of this Announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, Frenkel Topping Shareholders,
persons with information rights and participants in the Frenkel Topping Share
Option Schemes may request a hard copy of this Announcement, free of charge,
by contacting the Receiving Agent, Neville Registrars Limited, during normal
business hours on +44 (0)121 585 1131 or in writing to Neville Registrars
Limited, Neville House, Steelpark Road, Halesowen, B62 8HD. Calls are charged
at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. Lines are
open between 9.00 a.m. and 5.00 p.m. Monday to Friday excluding public
holidays in England and Wales. If you have received a copy of this
Announcement in electronic form or via a website notification, a hard copy of
this Announcement and any document or information incorporated by reference
into this Announcement will not be provided unless such a request is made. In
accordance with Rule 30.3 of the Code, such persons may also request that all
future documents, announcements and information to be sent to them in relation
to the Offer should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain other
information provided by Frenkel Topping Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
Frenkel Topping may be provided to Irwell Bidco during the offer period as
required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c)
of the Code.
Rule 2.9 information
Pursuant to Rule 2.9 of the Code, Frenkel Topping confirms that, as at the
date of this Announcement, it has 128,013,064 ordinary shares of 0.5 pence
each in issue, with no shares held in treasury. Accordingly, Frenkel Topping
has 128,013,064 ordinary shares of 0.5 pence each admitted to trading on AIM,
with International Securities Identification Number GB00B01YXQ71.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
General
If the Offer is effected by way of a Takeover Offer, and such a Takeover Offer
becomes or is declared unconditional and sufficient acceptances are received,
Irwell Bidco intends to exercise its rights to apply the provisions of Chapter
3 of Part 28 of the Companies Act 2006 so as to acquire compulsorily the
remaining Frenkel Topping Shares in respect of which the Offer has not been
accepted.
Investors should be aware that Irwell Bidco may purchase Frenkel Topping
Shares otherwise than under the Offer or the Scheme, including pursuant to
privately negotiated purchases.
Time
All times shown in this Announcement are London times, unless otherwise
stated.
Appendix I
PART A: CONDITIONS AND CERTAIN FURTHER TERMS TO THE IMPLEMENTATION OF
THE SCHEME AND THE PROPOSALS
The Proposals will be conditional upon the Scheme becoming unconditional and
becoming Effective, subject to the Code, by not later than 11.59 p.m. (London
time) on the Long Stop Date or such later date, if any, as Irwell Bidco or
Frenkel Topping may, with the consent of the Panel, agree and (if required)
the Court may allow.
Conditions to the Scheme
1. The Scheme will be conditional upon:
(a) (i) approval of the Scheme by a majority in number of the Voting
Scheme Shareholders present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting (or at any adjournment of such
meeting) representing not less than 75 per cent. in value of the Scheme Shares
held by such holders, and at any separate class meeting that may be required
by the Court (or at any adjournment of any such meeting), and (ii) such Court
Meeting being held on or before the 22nd day after the expected date of the
Court Meeting to be set out in the Scheme Document (or such later date as may
be agreed, with the consent of the Panel, by Irwell Bidco and Frenkel Topping
and, if required, the Court may allow or at any adjournment of any such
meeting (as applicable));
(b) (i) all resolutions required to approve and implement the Scheme
(including, without limitation, to amend the Articles) and set out in the
notice of the General Meeting being duly passed by the requisite majority at
the General Meeting (or at any adjournment of such meeting), and (ii) the
General Meeting (or any adjournment of that meeting) being held on or before
the 22nd day after the expected date of the General Meeting to be set out in
the Scheme Document (or such later date as may be agreed by Irwell Bidco and
Frenkel Topping with the consent of the Panel, and the Court may allow);
(c) the sanction of the Scheme by the Court with or without
modification (but subject to any modification being on terms acceptable to
Frenkel Topping and Irwell Bidco);
(d) (i) the Scheme Court Hearing being held on or before the 22nd
day after the expected date of such Scheme Court Hearing to be set out in the
Scheme Document (or such later date as may, with the consent of the Panel, be
agreed by Irwell Bidco and Frenkel Topping and, if required, the Court may
allow); and (ii) an office copy of the Scheme Court Order sanctioning the
Scheme being delivered to the Registrar of Companies.
(e) In addition, subject as stated in Part B of this Appendix I,
Irwell Bidco and Frenkel Topping have agreed that the Offer will be
conditional upon the following Conditions and, accordingly, the necessary
actions to make the Scheme Effective will not be taken unless the following
Conditions (as amended if appropriate) have been satisfied or, where relevant,
waived:
(i) the FCA:
(A) giving notice for the purposes of section 189(4) of FSMA that it
has determined to approve the acquisition of Frenkel Topping by Irwell Bidco
and any other person who will acquire such control as a result of the Offer,
which is unconditional in all respects; or
(B) if given on any terms which may reasonably be expected to have a
material adverse impact on Irwell Bidco whether in terms of its actual or
prospective financial or regulatory capital position, the manner in which it
conducts its operations, the ownership of Irwell Bidco or otherwise, is on
terms satisfactory to Irwell Bidco, acting reasonably; or
(C) being treated, by virtue of section 189(6) of FSMA, as having
approved the acquisition of or increase in control of each of the Frenkel
Topping Group Regulated Entities by the Proposed Controllers as a result of
the Offer.
For the purposes of this paragraph 1(e), references to FSMA are read, where
applicable, with the Financial Services and Markets Act 2000 (Controllers)
(Exemption) Order 2009 (SI 2009/774) (as amended from time to time).
(f) all notifications and filings which are necessary by Irwell
Bidco in connection with the Proposals having been made by the relevant party,
all necessary waiting periods (including any extension to them) under any
applicable legislation or regulations of any relevant jurisdiction having
expired, lapsed or been terminated (as appropriate), all necessary statutory
or regulatory obligations in any jurisdiction having been complied with and
all Authorisations which in each case are necessary by Irwell Bidco for or in
respect of the Offer, its implementation or any acquisition of any shares in,
or control or management of, Frenkel Topping or any other member of the Wider
Frenkel Topping Group or by any member of the Wider Irwell Holdco Group, in
each case where the absence of such notification, filing or application would
have a material adverse effect on the Wider Irwell Holdco Group or the Wider
Frenkel Topping Group in each case taken as a whole, and all Authorisations
necessary in respect thereof having been obtained on terms and in a form
reasonably satisfactory to Irwell Bidco from all Relevant Authorities or
persons with whom any member of the Wider Frenkel Topping Group has entered
into contractual arrangements (other than contractual arrangements which have
been Fairly Disclosed) in each case where the direct consequence of a failure
to make such notification or filing or to wait for the expiry, lapse or
termination of any such waiting period or to comply with such obligation or
obtain such Authorisation from such a person would have a material adverse
effect on the Wider Frenkel Topping Group taken as a whole, and all such
Authorisations, together with all Authorisations necessary to carry on the
business of any member of the Wider Frenkel Topping Group, remaining in full
force and effect at the time when the Scheme becomes unconditional and
Effective and there being no intimation of any intention to revoke or not to
renew, withdraw, suspend, withhold, modify or amend the same in consequence of
the Scheme becoming Effective;
(g) no Relevant Authority having instituted, implemented or
threatened any action, suit, proceedings, investigation, reference or enquiry,
or enacted, made or proposed any statute, regulation, order or decision (and
in each case, not having withdrawn the same), or having taken any other steps
or measures that would or might reasonably be expected to, in any case which
would be material in the context of the Wider Frenkel Topping Group or the
Wider Irwell Holdco Group, as the case may be, when taken as a whole:
(i) make the Proposals, their implementation or the acquisition or
proposed acquisition of any shares or other securities in, or control over,
Frenkel Topping or any member of the Wider Frenkel Topping Group by Irwell
Bidco or any member of the Wider Irwell Holdco Group, illegal, void or
unenforceable under the laws of any relevant jurisdiction or otherwise
directly or indirectly materially restrict, restrain, prohibit, delay,
frustrate or interfere in the implementation of or impose additional material
conditions or obligations with respect to or otherwise materially challenge
the Proposals or such proposed acquisition in any case in a manner which is
material in the context of the Wider Frenkel Topping Group when taken as a
whole (including without limitation, taking any steps which would entitle the
Relevant Authority to require any member of the Wider Irwell Holdco Group to
dispose of all or some of its Frenkel Topping Shares or restrict the ability
of any member of the Wider Irwell Holdco Group to exercise voting rights in
respect of some or all of such Frenkel Topping Shares);
(ii) require, prevent or materially delay a divestiture by any
member of the Wider Irwell Holdco Group of any shares or other securities in
Frenkel Topping;
(iii) impose any material limitation on, or result in a delay in, the
ability of Irwell Bidco or Frenkel Topping or any member of the Wider Irwell
Holdco Group to acquire or hold or exercise effectively, directly or
indirectly, any rights of ownership of shares or other securities in any
member of the Wider Frenkel Topping Group or voting rights or management
control over any member of the Wider Frenkel Topping Group;
(iv) require, prevent or materially delay a divestiture by any member
of the Wider Irwell Holdco Group or the Wider Frenkel Topping Group of all or
any material portion of their respective businesses, assets or properties or
impose any material limitation on the ability of any of them to conduct their
respective businesses or own their respective assets or properties;
(v) result in any member of the Wider Frenkel Topping Group or the
Wider Irwell Holdco Group ceasing to be able to carry on their business under
any name under which it presently does so;
(vi) impose any material limitation on the ability of any member of
the Wider Irwell Holdco Group or of the Wider Frenkel Topping Group to
integrate or co-ordinate its business, or any part of it, with the businesses
or any part of the businesses of any other member of the Wider Irwell Holdco
Group or of the Wider Frenkel Topping Group in a manner that is materially
adverse to the relevant group taken as a whole;
(vii) otherwise affect any or all of the businesses, assets, prospects
or profits of any member of the Wider Irwell Holdco Group or any member of the
Wider Frenkel Topping Group in a manner which is material and adverse to the
relevant group taken as a whole; or
(viii) except pursuant to Chapter 3 of Part 28 of the Companies Act
2006, require any member of the Wider Frenkel Topping Group or the Wider
Irwell Holdco Group to offer to acquire any shares or other securities owned
by any third party in any member of the Wider Frenkel Topping Group by any
third party;
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Relevant Authority could institute, or
implement or threaten any proceedings, suit, investigation or enquiry or
enact, make or propose any such statute, regulation or order or take any other
such step having expired, lapsed or been terminated;
(h) except as Fairly Disclosed, there being no provision of any
Authorisation or other instrument to which any member of the Wider Frenkel
Topping Group is a party, or by or to which any such member, or any of its
assets, is bound or subject, or any event or circumstance which could or might
reasonably be expected to as a consequence of the Proposals or of the proposed
acquisition by Irwell Bidco of any shares or other securities in, or control
of, Frenkel Topping, result, in any case to an extent which is material in the
context of the Frenkel Topping Group taken as a whole, or to the financing of
the Offer:
(i) any assets or interests of any member of the Wider Frenkel
Topping Group being or falling to be disposed of or charged, or any right
arising under which any such assets or interests could be required to be
disposed of or charged or could cease to be available to any member of the
Wider Frenkel Topping Group, other than in the ordinary course of business;
(ii) any monies borrowed by or other indebtedness or material
liabilities (actual or contingent) of, or any grant available to, any member
of the Wider Frenkel Topping Group becoming repayable or being capable of
being declared repayable immediately or earlier than its stated repayment date
or the ability of such member of the Wider Frenkel Topping Group to incur any
indebtedness being withdrawn or inhibited or being capable of becoming
withdrawn, inhibited or prohibited;
(iii) the rights, liabilities, obligations, interests or business of
any member of the Wider Frenkel Topping Group or any member of the Wider
Irwell Holdco Group under any such arrangement, agreement, licence, permit,
lease or instrument or the interests or business of any member of the Wider
Frenkel Topping Group or any member of the Wider Irwell Holdco Group in or
with any other firm or company or body or person (or any agreement or
arrangement relating to any such business or interests) being or likely to
become terminated or adversely modified or affected or any onerous obligation
or liability arising or any adverse action being taken or arising thereunder;
(iv) any such Authorisation or other instrument being terminated or
materially adversely modified, affected, amended or varied or any materially
adverse action being taken or any onerous obligation or liability being taken
or arising thereunder;
(v) the business or interests of any member of the Wider Frenkel
Topping Group with any firm, body or person (or any arrangements relating to
such business or interests) being terminated, modified, affected, amended or
varied in any materially adverse manner;
(vi) the business, assets, value of or the financial or trading
position, profits or prospects or operational performance of any member of the
Wider Frenkel Topping Group being prejudiced or adversely affected;
(vii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Frenkel Topping Group other than trade
creditors or other liabilities incurred in the ordinary course of business;
(viii) any liability of any member of the Wider Frenkel Topping Group to
make any severance, termination, bonus or other payment to any of its
directors or other officers;
(ix) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or
assets of any member of the Wider Frenkel Topping Group or any such mortgage,
charge or security (whenever arising or having arisen) becoming enforceable;
or
(x) any member of the Wider Frenkel Topping Group ceasing to be able
to carry on business under any name under which it currently does so,
and no event having occurred which, under any provision of any Authorisation
or other instrument to which any member of the Wider Frenkel Topping Group is
a party, or by or to which any such member, or any of its assets, is bound,
entitled or subject, would or might reasonably be expected to result, in any
case to an extent which is material and adverse in the context of the Wider
Frenkel Topping Group taken as a whole, in any of the events or circumstances
as are referred to in items (i) to (x) inclusive of this paragraph;
(i) since 31 December 2024 and except as Fairly Disclosed:
(i) no enquiry or investigation by or complaint or reference to
any Relevant Authority threated, announced or instituted against or in respect
of any member of the Wider Frenkel Topping Group or no criminal proceedings,
litigation, arbitration proceedings, mediation proceedings, prosecution or
other legal proceedings to which any member of the Wider Frenkel Topping Group
is or may become a party (whether as claimant, defendant or otherwise) having
been instituted or threatened or remaining outstanding against or in respect
of any member of the Wider Frenkel Topping Group which in any case is material
in the context of the Wider Frenkel Topping Group taken as a whole;
(ii) no adverse change or deterioration and no circumstance arisen
which would be expected to result in any adverse change or deterioration in
the business, assets, financial or trading position or profits, prospects or
operational performance of any member of the Wider Frenkel Topping Group
which in any case is material in the context of the Wider Frenkel Topping
Group taken as a whole or to the financing of the Offer;
(iii) no contingent or other liability having arisen, become apparent
or increased which is reasonably likely to adversely affect the business,
assets, financial or trading position, profits, prospects or operational
performance of any member of the Wider Frenkel Topping Group, which in any
case is material in the context of the Wider Frenkel Topping Group taken as a
whole;
(iv) no steps having been taken and no omissions having been made
which would reasonably be expected to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider
Frenkel Topping Group, which is material to, and necessary for the proper
carrying on of, its business; and
(v) no member of the Wider Frenkel Topping Group having conducted
its business in material breach of any applicable laws and regulations which
in any case is material in the context of the Wider Frenkel Topping Group
taken as a whole.
(j) since 31 December 2024 and except as Fairly Disclosed, neither
Frenkel Topping nor any other member of the Wider Frenkel Topping Group
having:
(i) issued or agreed to issue or authorised or announced its
intention to authorise or propose the issue or grant of additional shares of
any class, or securities convertible into or exchangeable for, or rights,
warrants or options to subscribe for or acquire any such shares or convertible
securities (save as between Frenkel Topping and any member of the Wider
Frenkel Topping Group or between any members of the Wider Frenkel Topping
Group and save for the issue of Frenkel Topping Shares pursuant to the
entitlements of participants under the Frenkel Topping Share Option Schemes);
(ii) purchased, redeemed or repaid any of its own shares or other
securities or reduced or made any other changes to its share capital, except
in respect of the matters mentioned in Condition 1(j)(i) above;
(iii) save for the 2024 Final Dividend, recommended, declared, paid or
made or proposed to recommend, declare, pay or make any dividend, bonus or
other distribution whether payable in cash or otherwise, other than to Frenkel
Topping or a wholly-owned subsidiary of Frenkel Topping;
(iv) save for any transaction between Frenkel Topping and any member
of the Wider Frenkel Topping Group or between any members of the Wider Frenkel
Topping Group, merged with, demerged or acquired any body corporate,
partnership or business or acquired or disposed of or transferred, mortgaged,
charged or created any security interest over any assets or any right, title
or interest in any assets (including shares in subsidiaries and trade
investments) which in any case would be material in the context of the Wider
Frenkel Topping Group taken as a whole;
(v) save for any transaction between Frenkel Topping and any member
of the Wider Frenkel Topping Group or between any members of the Wider Frenkel
Topping Group, issued or authorised the issue of any debentures or incurred or
increased any indebtedness or liability or become subject to a contingent
liability which in any case is material in the context of the Wider Frenkel
Topping Group taken as a whole;
(vi) entered into, varied or authorised any arrangement, transaction,
contract or commitment other than in the ordinary course of business (whether
in respect of capital expenditure or otherwise) which is of a long-term,
onerous or unusual nature or which involves or could involve an obligation of
a nature and magnitude which is material in the context of the Wider Frenkel
Topping Group taken as a whole or is likely to materially restrict the scope
of the existing business of any member of the Wider Frenkel Topping Group
other than to a nature and extent which is normal in the context of the
business concerned;
(vii) save for any transaction between Frenkel Topping and any member of
the Wider Frenkel Topping Group or between any members of the Wider Frenkel
Topping Group, entered into, implemented, effected or authorised any merger,
demerger, reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement (other than the Scheme) in relation to itself or
another member of the Wider Frenkel Topping Group otherwise than in the
ordinary course of business which in any case is material in the context of
the Frenkel Topping Group taken as a whole;
(viii) otherwise, than in the ordinary course of business, waived or
compromised any claim which is material in the context of the Wider Frenkel
Topping Group taken as a whole;
(ix) taken any corporate action or had any legal proceedings started
or threatened against it for its winding up (whether voluntary or otherwise),
dissolution or reorganisation or analogous proceedings in any jurisdiction or
for the appointment of a receiver, trustee, administrator, administrative
receiver or similar officer in any jurisdiction of all or any of its assets
and revenues or had any such person appointed which in any case is material in
the context of the Wider Frenkel Topping Group taken as a whole;
(x) taken or proposed any steps, corporate action or had any legal
proceedings instituted or threatened against it in relation to the suspension
of payments or a moratorium of any indebtedness that is material in the
context of the Wider Frenkel Topping Group;
(xi) been unable or admitted in writing that it is unable to pay its
debts or having stopped or suspended (or threatened to do so) payments of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business in any case which is material in the context
of the Wider Frenkel Topping Group taken as a whole;
(xii) taken or proposed any steps, corporate action or had any legal
proceedings instituted or threatened against it in relation to the suspension
of payments, a moratorium of any indebtedness, its winding‑up (voluntary or
otherwise), dissolution, reorganisation or for the appointment of any
administrator, receiver, manager, administrative receiver, trustee or similar
officer of all or any of its assets or revenues or any analogous proceedings
in any jurisdiction or appointed any analogous person in any jurisdiction or
had any such person appointed which is material in the context of the Wider
Frenkel Topping Group taken as a whole or in the context of the Offer;
(xiii) save for any transaction between Frenkel Topping and any member
of the Wider Frenkel Topping Group or between any members of the Wider Frenkel
Topping Group made or authorised any change in its loan capital which is
material in the context of the Wider Frenkel Topping Group taken as a whole;
(xiv) save in respect of the resignation of the non-executive Frenkel
Topping Directors (other than Mr Mills and the Rt. Hon. Mark Field) with
effect from the Effective Date, entered into or made any offer (which remains
open for acceptance) or announced its intention to enter into or vary any
terms of any letter of appointment or service agreement (as the case may be)
with or relating to any of the executive directors, non‑executive directors
or senior executives of Frenkel Topping or any of the directors or senior
executives of any other member of the Wider Frenkel Topping Group;
(xv) proposed, agreed to provide or modified in any material respect the
terms of any share option scheme, incentive scheme or, other than in the
ordinary course of business, any other benefit relating to the employment or
termination of employment of any person employed by the Wider Frenkel Topping
Group which in any case is material in the context of the Wider Frenkel
Topping Group taken as a whole;
(xvi) save as envisaged in the Proposals, made any alteration to its
Articles or other incorporation or constitutional documents which is material
in the context of the Offer;
(xvii) announced its intention to implement or effect, any joint venture,
asset or profit-sharing arrangement, partnership, composition, assignment,
reconstruction, amalgamation, commitment, scheme or other transaction or
arrangement (other than the Scheme);
(xviii) other than with respect to claims between Frenkel Topping and its
wholly owned subsidiaries (or between such subsidiaries), waived, compromised
or settled any claim;
(xix) made any alteration to its articles of association or other
constitutional documents (in each case, other than in connection with the
Scheme) which is material in the context of the Offer;
(xx) any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Wider Frenkel Topping Group being or falling to
be disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged or could cease to be
available to any member of the Wider Frenkel Topping Group otherwise than in
the ordinary course of business;
(xxi) entered into any contract, commitment, agreement or arrangement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or
announced an intention to, or to propose to, effect any of the transactions,
matters or events referred to in this Condition;
(xxii) terminated or varied the terms of any agreement or arrangement
between any member of the Wider Frenkel Topping Group and any other person in
a manner which would or might be expected to have a material adverse effect on
the financial position of the Wider Frenkel Topping Group taken as a whole;
(xxiii) taken (or agreed or proposed to take) any action which requires, or
would require, the consent of the Panel or the approval of Frenkel Topping
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Code;
(xxiv) otherwise, than in the ordinary course of business entered into any
agreement or commitment or passed any resolution or made any offer which
remains open for acceptance or proposed or announced any intention with
respect to any of the transactions, matters or events referred to in this
paragraph (j);
(k) Irwell Bidco not having discovered that, except as Fairly
Disclosed:
(i) any financial, business or other information concerning the
Wider Frenkel Topping Group disclosed publicly prior to the date of this
Announcement or disclosed to any member of the Wider Irwell Holdco Group by
any member of the Wider Frenkel Topping Group at any time is to a material
extent misleading, contains a material misrepresentation of fact or omits to
state a fact necessary to make the information therein not misleading to a
material extent and which was not corrected before the date of the
Announcement of the Proposals either by public disclosure through a Regulatory
Information Service or by a written disclosure to the Wider Irwell Holdco
Group and which is material in the context of the Wider Frenkel Topping Group
taken as a whole;
(ii) any member of the Wider Frenkel Topping Group is subject to any
liability otherwise than in the ordinary course of business, contingent or
otherwise, which is material in the context of the Wider Frenkel Topping Group
taken as a whole;
(iii) any information which affects the import of any information
disclosed to any member of the Irwell Holdco Group at any time by or on behalf
of any member of the Wider Frenkel Topping Group which is material in the
context of the Frenkel Topping Group taken as a whole;
(l) except as Fairly Disclosed, no member of the Frenkel Topping
Group nor the trustees of any relevant pension scheme having, since 31
December 2024 (and in each case to an extent which is material in the context
of the Wider Frenkel Topping Group taken as a whole):
(i) made or agreed or consented to any significant change:
(A) to the terms of any trust deeds, rules, policy or other governing
documents or entered into or established any new trust deeds, rules, policy or
other governing documents constituting any pension schemes or other retirement
or death benefit arrangement established for the directors, former directors,
former employees or employees (or their dependants) of any member of the Wider
Frenkel Topping Group (Relevant Pension Plan);
(B) to the benefits which accrue;
(C) to the pensions which are payable thereunder for all members or
any category of members;
(D) to the basis on which qualification for, or accrual or entitlement
to, such benefits or pensions are calculated or determined for all members or
any category of members (including with regard to commutation factors where
employer agreement is required to change such factors); or rate of employer
contribution to a Relevant Pension Plan, in each case to an extent which is
material in the context of the Wider Frenkel Topping Group taken as a whole or
in the context of the Offer and other than as required in accordance with
applicable law.
(E) to enter into or propose to enter into one or more bulk annuity
contracts in relation to any Relevant Pension Plan; or carried out any act:
(I) which would or could reasonably be expected to lead to the
commencement of the winding up of any Relevant Pension Plan;
(II) which would or is reasonably likely to create a material debt owed
by an employer to any Relevant Pension Plan;
(III) which would or might accelerate any obligation on any employer to
fund or pay additional contributions to any Relevant Pension Plan; or
(IV) which would, having regard to the published guidance of the Pensions
Regulator give rise directly or indirectly to a liability in respect of a
Relevant Pension Plan arising out of the operation of sections 38 and 38A of
the Pensions Act 2004 in relation to a Relevant Pension Plan,
(F) to the basis on which the liabilities (including pensions) of
such pension schemes are funded (including putting in place, agreeing or
consenting to technical provisions, actuarial valuations, statements of
funding principles, schedules of contributions and recovery plans pursuant to
Part 3 of the Pensions Act 2004);
(ii) established any new pensions arrangements;
(iii) changed the trustee or trustee directors or other fiduciary of
any Relevant Pension Plan.
(m) except as Fairly Disclosed, no circumstance having arisen or event
having occurred in relation to any intellectual property owned or used by any
member of the Wider Frenkel Topping Group which would be reasonably likely to
have a material adverse effect on the Wider Frenkel Topping Group taken as a
whole or is otherwise material in the context of the Offer, including:
(i) any member of the Wider Frenkel Topping Group losing its title
to any intellectual property material to its business, or any intellectual
property owned by the Wider Frenkel Topping Group and material to its business
being revoked, cancelled or declared invalid;
(ii) any claim being asserted in writing or threatened in writing by
any person challenging the ownership of any member of the Wider Frenkel
Topping Group to, or the validity or effectiveness of, any of its intellectual
property; or
(iii) any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider Frenkel Topping Group being
terminated or varied;
(n) except as Fairly Disclosed, Irwell Bidco not having discovered
that (to an extent that is material in the context of the Wider Frenkel
Topping Group taken as a whole):
(i) any past or present member of the Wider Frenkel Topping Group
or any person that performs or has performed services for or on behalf of any
such company is or has at any time engaged in any activity, practice or
conduct (or omitted to take any action) in contravention of the UK Bribery
Act 2010, the U.S. Foreign Corrupt Practices Act of 1977, as amended or any
other applicable anti‑corruption legislation;
(ii) any member of the Wider Frenkel Topping Group is ineligible to
be awarded any contract or business under section 23 of the Public Contracts
Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006
(each as amended);
(iii) any past or present member of the Wider Frenkel Topping Group
has engaged in any activity or business with, or made any investments in, or
made any payments to any government, entity or individual covered by any of
the economic sanctions administered by the United Nations or the European
Union (or any of their respective member states) or the United States Office
of Foreign Assets Control or any other governmental or supranational body or
authority in any jurisdiction; or
(iv) a member of the Frenkel Topping Group has engaged in a
transaction which would cause the Irwell Holdco Group to be in breach of any
law or regulation on completion of the Offer, including the economic sanctions
administered by the United States Office of Foreign Assets Control or HM
Treasury & Customs or any government, entity or individual targeted by
any of the economic sanctions of the United Nations, United States or the
European Union or any of its member states;
(o) except as Fairly Disclosed, Irwell Bidco not having discovered
that any asset of any member of the Wider Frenkel Topping Group constitutes
criminal property as defined by section 340(3) of the Proceeds of Crime
Act 2002 (but disregarding paragraph (b) of that definition).
PART B: FURTHER TERMS OF THE PROPOSALS
1. Subject to the requirements of the Panel and the Code, Irwell Bidco
reserves the right in its sole discretion to waive: (i) any of the deadlines
set out in section 1 of Part A of this Appendix I for the timing of the Court
Meeting, General Meeting and the Scheme Court Hearing. If any such deadline is
not met, Irwell Bidco shall make an announcement by 8.00 a.m. on the Business
Day following such deadline confirming whether it has invoked or waived the
relevant Condition or agreed with Frenkel Topping to extend the deadline in
relation to the relevant Condition; and (ii) Irwell Bidco reserves the right
to waive in whole or in part all or any of Conditions 1(e) to 1(o) in section
1 of Part A of this Appendix I.
2. The Scheme will not become Effective unless all of the Conditions have
been satisfied or waived or, where appropriate, have been determined by Irwell
Bidco to be or remain satisfied by the earlier of (i) 11.59 p.m. (London time)
on the date immediately preceding the date of the Scheme Court Hearing; and
(ii) the Long Stop Date (or such later date as Irwell Bidco or Frenkel Topping
may, with the consent of the Panel, agree and (if required) the Court may
allow). Irwell Bidco shall be under no obligation to waive (if capable of
waiver) or treat as satisfied any of Conditions 1(e) to 1(o) earlier than that
date, notwithstanding that other of the Conditions may at an earlier date have
been waived or satisfied and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be capable of
satisfaction.
3. If Irwell Bidco is required by the Panel to make an offer for Frenkel
Topping Shares under the provisions of Rule 9 of the Code as an alternative to
the Scheme, Irwell Bidco may make such alterations to the terms and conditions
of the Offer and/or the Alternative Offer only as are necessary to comply with
the provisions of that rule and to implement the offer on the same terms, so
far as applicable, as those which would apply to the Scheme, and such offer
shall be subject to the terms and conditions as so amended.
4. Irwell Bidco reserves the right to elect (with the consent of the Panel
(if required)) to implement the acquisition of the Frenkel Topping Shares by
way of a Takeover Offer as an alternative to the Scheme. Any such Takeover
Offer will be subject to an acceptance condition set at 75 per cent. (or such
lesser percentage (being more than 50 per cent.) as Irwell Bidco may decide or
as required by the Panel) of (i) the Frenkel Topping Shares to which such
Takeover Offer relates and (ii) the voting rights normally exercisable at a
general meeting of Frenkel Topping. Any such Takeover Offer would be made on
substantially the same terms (subject to appropriate amendments) as those
which would apply to the Scheme and in compliance with applicable laws and
regulations. Further, if sufficient acceptances of such Takeover Offer are
received and/or sufficient Frenkel Topping Shares are otherwise acquired, it
is the intention of Irwell Bidco to apply the provisions of Chapter 3 of Part
28 of the Companies Act 2006 to acquire compulsorily any outstanding Frenkel
Topping Shares to which such Takeover Offer relates.
5. The availability of the Offer and/or the Alternative Offer to persons
not resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements. Unless
otherwise determined by Irwell Bidco or required by the Code and permitted by
applicable law and regulation, the Offer is not being, and will not be, made,
directly or indirectly, in or into or by the use of the mails of, or by any
other means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone, internet or other forms of electronic
transmission) of interstate or foreign commerce of, or by any facility of a
national, state or other securities exchange of, any Restricted Jurisdiction
and will not be capable of acceptance by any such use, means, instrumentality
or facility or from within any Restricted Jurisdiction.
6. Under Rule 13.5(a) of the Code, Irwell Bidco may only invoke a
Condition so as to cause the Scheme not to proceed, to lapse or to be
withdrawn where the circumstances which give rise to the right to invoke the
Condition are of material significance to Irwell Bidco in the context of the
Proposals. Conditions 1(a), 1(b), 1(c) and 1(d) of Part A of this Appendix I
of this document, and if applicable, any acceptance condition if the Offer is
implemented by means of a Takeover Offer, are not subject to Rule 13.5(a) of
the Code. Irwell Bidco may only invoke a Condition that is subject to Rule
13.5(a) with the consent of the Panel and any Condition that is subject to
Rule 13.5(a) may be waived by Irwell Bidco.
7. Frenkel Topping Shares will be acquired pursuant to the Offer fully
paid with full title guarantee and free from all liens, charges, equitable
interests, encumbrances, rights of pre-emption and any third party interests
and other rights of any nature whatsoever and together with all rights now or
hereafter attaching thereto, including voting rights and the right to receive
and retain in full all dividends and other distributions (if any), and any
other return of capital (whether by way of reduction of share capital or share
premium account or otherwise), declared, made or paid on or after the date of
this Announcement.
8. Fractions of pence will not be paid to Scheme Shareholders and cash
entitlements and any share or loan note entitlements will be rounded down to
the nearest penny.
9. If, on or after the date of this Announcement and before the Effective
Date, any dividend, other distribution and/or other return of capital (other
than the 2024 Final Dividend) is authorised, declared, made or paid or becomes
payable in respect of the Frenkel Topping Shares, Irwell Bidco reserves the
right to reduce the Offer Price by an amount of up to the amount of such
dividend, distribution and/or return of capital, in which case any reference
in this Announcement or in the Scheme Document to the consideration payable
under the terms of the Offer will be deemed to be a reference to the
consideration as so reduced. To the extent that any such dividend,
distribution and/or other return of capital is authorised, declared, made or
paid or is payable and it is: (i) transferred pursuant to the Offer on a basis
which entitles Irwell Bidco to receive the dividend, distribution or return of
capital and to retain it; or (ii) cancelled, the consideration payable under
the terms of the Offer will not be subject to change in accordance with this
paragraph. Any exercise by Irwell Bidco of its rights referred to in this
paragraph shall be the subject of an announcement and, for the avoidance of
doubt, shall not be regarded as constituting any revision or variation of the
Offer.
10. The Offer will be subject, inter alia, to the Conditions and certain
further terms which are set out in this Appendix I and to the full terms which
will be set out in the Scheme Document and such further terms as may be
required to comply with the provisions of the AIM Rules, the provisions of the
Code and the applicable requirements of the Panel and the London Stock
Exchange.
11. The availability of the Offer to persons not resident in the United
Kingdom may be affected by the laws or regulatory requirements of the relevant
jurisdictions. Persons who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements.
12. The Scheme will be governed by the laws of England and Wales and be
subject to the jurisdiction of the English courts. The Scheme will also be
subject to the applicable requirements of the Code, the Panel, the London
Stock Exchange, the FCA, the AIM Rules and the Registrar of Companies. In
addition, it will be subject to the terms and conditions to be set out in the
Scheme Document and the Form of Election.
13. Each of the Conditions shall be regarded as a separate Condition and
shall not be limited by reference to any other Condition.
APPENDIX II
DETAILS OF THE CVR, CVR DEED POLL AND CVR LOAN NOTES
Pursuant to the terms of the Cash Offer, Scheme Shareholders (and a UK-based
nominee on behalf of any Restricted Overseas Shareholders) will receive one
CVR for each Scheme Share held on the Effective Date, in addition to the Fixed
Consideration. The CVRs will be constituted by way of a deed poll instrument
(the "CVR Deed Poll").
The CVRs enable Scheme Shareholders (and a UK-based nominee on behalf of any Restricted Overseas Shareholders) to receive up to 10 pence per CVR by way of deferred consideration. The quantum of the deferred consideration will be based on the price (or imputed price) achieved for each Irwell Holdco Ordinary Share on a future Exit Event (whether by way of a Share Sale, Asset Sale or IPO) being in excess of the Hurdle Price of 100 pence per Irwell Holdco Ordinary Share after allowing for the repayment in full of all then outstanding Irwell Midco 1 Loan Notes (including all payment-in-kind interest accrued thereon) and the redemption in full of all then outstanding Irwell Holdco Preference Shares at the date of the Exit Event.
Any amounts payable under the CVRs would be subject to any applicable
deductions or withholdings in respect of UK tax at the relevant time.
An independent expert (with appropriate financial experience and suitable
qualifications) will be appointed by Irwell Bidco and Frenkel Topping before
the publication of the Scheme Document, in accordance with the terms of the
CVR Deed Poll, to act as a representative of the CVR Holders (the "Independent
CVR Representative"). Further details regarding the Independent CVR
Representative will be set out in the Scheme Document. The Independent CVR
Representative will act as the representative of the CVR Holders in relation
to the CVR for the purposes of any disputes. There are also provisions in the
CVR Deed Poll in respect of appointing any replacement Independent CVR
Representative if required.
Other than in respect of minor or technical errors or to correct manifest
errors or where required to ensure CVR Holders are not disadvantaged by any
Adjustment Event (with the approval of the Independent CVR Representative),
the CVR Deed Poll may not be amended or departed from without a special
resolution of the CVR Holders.
On an Exit Event, the amount payable pursuant to the CVR will be calculated on
a sliding scale such that, for each whole penny in excess of the Hurdle Price
that is achieved, an additional whole penny of consideration will be paid to
CVR Holders, up to a maximum of 10 pence per CVR. By way of example, if the
calculated price (or imputed price) per Irwell Holdco Ordinary Share on an
Exit Event was five pence in excess of the Hurdle Price, each CVR Holder would
be entitled to receive five pence in CVR Loan Notes per CVR held.
The CVRs will not represent any equity or ownership interest in Frenkel
Topping or any member of the Irwell Holdco Group, and accordingly will not
confer on the CVR Holder any right to attend, speak at or vote at any meeting
of the shareholders of Frenkel Topping or any member of the Irwell Holdco
Group or right to any dividends or right to any return of capital by Frenkel
Topping or any member of the Irwell Holdco Group.
The CVRs will be transferable in limited circumstances, however, no
application will be made for the CVRs to be listed or dealt in on any stock
exchange or trading facility. The CVRs will be governed by English law and
will be issued in certificated form. No interest is payable in respect of the
CVRs.
The CVRs constitute unsecured direct, general and unconditional obligations of
Irwell Bidco which will rank pari passu among themselves, and rank at least
pari passu with all other existing and future unsecured obligations of Irwell
Bidco, except for those obligations as may be preferred by applicable law.
Restricted Overseas Shareholders
If the laws or regulations of any jurisdiction make it illegal or impractical
for Restricted Overseas Shareholders to hold or be issued CVRs or would
require any qualification of the CVRs, such holders may not be entitled to
hold the CVRs or receive the amounts which may be payable thereon directly. In
such circumstances, Irwell Bidco intends, under the terms of the Scheme, to
issue the relevant CVRs to a UK-based nominee (expected to be Irwell Holdco)
to hold as bare trustee for such Restricted Overseas Shareholders. On
settlement, the nominee on behalf of the Restricted Overseas Shareholders will
receive CVR Loan Notes, in the same manner as any other CVR Holder (as set out
below). Any such CVR Loan Notes would then be held by the nominee until
maturity, following which the amount paid under the CVR Loan Notes would be
paid in cash to the relevant Restricted Overseas Shareholders concerned.
The CVR Loan Notes
Subject to the Hurdle Price being exceeded and following repayment in full of
the then outstanding Irwell Midco 1 Loan Notes (including all payment-in-kind
interest accrued thereon) and the redemption of the then outstanding Irwell
Holdco Preference Shares, any amounts due under the CVRs will be settled via
the issue of unsecured loan notes (that will be issued by Irwell Bidco) (the
"CVR Loan Notes") to CVR Holders proportionately to the number of CVRs held.
If any amounts are due under the CVRs, the CVR Loan Notes will be issued as
soon as practicable following completion of a future Exit Event. An Exit Event
will include a Share Sale, an Asset Sale or an IPO. Following an Exit Event,
the Independent CVR Representative will review and assess Irwell Holdco's
calculation of the CVR payment due, if any.
The CVR Loan Notes would be unsecured and have a term of six-months plus one
day (the "Term"). No interest shall be payable in respect of the CVR Loan
Notes unless Irwell Bidco agrees otherwise with the sanction of a special
resolution of the holders of the CVR Loan Notes. On the expiry of the Term,
Irwell Bidco will redeem the outstanding CVR Loan Notes for cash at par (less
any tax required by law to be withheld or deducted therefrom). Once issued
following an Exit Event and the Hurdle Price having been met, a holder of the
CVR Loan Notes may not opt to redeem any of their CVR Loan Notes prior to the
expiry of the Term.
The CVR Deed Poll includes provisions to make standard adjustments for share
splits, share consolidations, bonus issues, dividends and other corporate
actions that may impact on the likelihood of a CVR Holder receiving future
payment or the level of such payment.
The CVR Loan Notes will be governed by English law and will be issued,
credited as fully paid, in integral multiples of 1 penny nominal value. The
CVR Loan Notes will not be transferable. There will be no application made for
the CVR Loan Notes to be listed or dealt in on any stock exchange or other
trading facility.
The CVR is a complex instrument, and a number of factors will determine the
amount, if any, that will ultimately be paid to Scheme Shareholders receiving
the Cash Offer by way of the CVR and the timing of any such payment. Whilst
the Irwell Holdco Board is confident in its ability to achieve a successful
Exit Event within a reasonable timeframe for such a private equity investment,
the price of any future Exit Event and its timing are inherently uncertain,
therefore the timing and quantum of any payment under the CVR is also
uncertain and could be zero.
Frenkel Topping Shareholders should be aware that, whilst the CVRs provide
reasonable protections for CVR Holders during the term of the CVR Deed Poll,
there is no guarantee that these protections cover all eventualities
(including but not limited to the risk of a future insolvency of any member of
the Irwell Holdco Group) and thus provide complete protection of their rights.
Full details of the CVR Deed Poll and the CVR Loan Notes will be contained in
the Scheme Document and copies of the CVR Deed Poll and the CVR Loan Note
Instrument will be put on display as set out in section 22 of the
Announcement.
APPENDIX III
SOURCES OF INFORMATION AND BASES OF CALCULATIONS
In this Announcement, unless otherwise stated, or the context otherwise
requires, the following bases and sources have been used:
1. The value attributed to the existing issued ordinary share capital of
Frenkel Topping is based upon the 128,013,064 Frenkel Topping Shares in issue
on 29 September 2025 (being the last Business Day prior to the date of this
Announcement) (the "Issued Frenkel Topping Shares") multiplied by 50 pence
being the Offer Price.
2. The value attributed to the existing issued ordinary share capital of
Frenkel Topping pursuant to the Fixed Consideration plus the 2024 Final
Dividend is based upon the Issued Frenkel Topping Shares multiplied by 51.375
pence.
3. The maximum number of Irwell Holdco Ordinary Shares that will be held
by Voting Scheme Shareholders validly electing for the Alternative Offer is
calculated by multiplying the Alternative Offer Maximum Cap of 25 per cent. by
the Issued Frenkel Topping Shares.
4. The maximum percentage of the Irwell Holdco Ordinary Shares that
would be held by Voting Scheme Shareholders who validly elect for the
Alternative Offer on completion of the Offer of 22.8 per cent., is calculated
by reference to the maximum number of Irwell Holdco Ordinary Shares of
32,003,266 to be issued to such Voting Scheme Shareholders (per paragraph 3
above), divided by the total 140,516,330 Irwell Holdco Ordinary Shares that
will be in issue following completion of the Offer.
5. Unless otherwise stated, all prices for Frenkel Topping Shares are
closing middle market quotations derived from Bloomberg for the particular
date(s) concerned.
6. The volume weighted average price of 36.9 pence per Frenkel Topping
Share for the six-month period up to and including 30 May 2025, is derived
from Bloomberg's daily volume weighted average price data.
7. Unless otherwise stated, the financial information relating to the
Frenkel Topping Group has been extracted or derived (without material
adjustment) from Frenkel Topping's audited consolidated statutory annual
report and financial statements for the financial year ended 31 December 2024
and unaudited interim results for the six months ended 30 June 2025 prepared
in accordance with IFRS.
8. All information relating to the Irwell Holdco Group has been provided
by persons duly authorised by the Irwell Holdco Board.
9. All information relating to Harwood, NASCIT and the other Harwood
Funds has been extracted from published sources and/or provided by persons
duly authorised by Harwood, NASCIT and the other Harwood Funds.
10. All information relating to David Barral has been provided by David
Barral.
11. All information relating to Momentum and Siem Industries has been
provided by persons duly authorised by Momentum and Siem Industries.
12. All information relating to the Frenkel Topping Group has been
extracted from published sources (including the abovementioned financial
information) which has been extracted without material adjustment from such
sources and/or provided by persons duly authorised by Frenkel Topping.
13. The maximum cash payment required pursuant to the terms of the Scheme
is based on the Issued Frenkel Topping Shares less the 41,216,499 Frenkel
Topping Shares that are the subject of irrevocable undertakings to elect for
the Alternative Offer under the terms of the Scheme (as set out in Appendix
IV) (the "Irrevocable Election Shares"), multiplied by the Fixed
Consideration, plus the Irrevocable Election Shares multiplied by the
Alternative Offer Cash Consideration.
14. Certain figures included in this Announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same category
presented in different tables may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures that
precede them.
Appendix IV
DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT
1. Independent Directors' irrevocable undertakings
The following Independent Directors have provided irrevocable undertakings to
Irwell Bidco to vote (or instruct votes) in favour of the resolutions relating
to the Offer at the Meetings in respect of their own beneficial holdings (or
those Frenkel Topping Shares over which they have control):
Director Number of Frenkel Topping Shares to which undertaking relates* Percentage of Frenkel Topping's existing issued ordinary share capital as at Percentage of Voting Scheme Shares as at the Latest Practicable Date** Number of Frenkel Topping Shares intending to receive the Alternative Offer***
the Latest Practicable Date
Position
Richard Fraser CEO 1,895,907 1.48% 2.11% 800,000
Mark Holt COO 459,791 0.36% 0.51% 459,791
Elaine Cullen-Grant CFO 120,000 0.09% 0.13% 60,000
Tim Linacre Senior NED 42,500 0.03% 0.05% -
Total: 2,518,198 1.97% 2.81% 1,319,791
Notes:
* - the undertakings and numbers stated above refer only to those
Frenkel Topping Shares to which the relevant Frenkel Topping Director is
beneficially entitled or any share such director is otherwise able to control
the exercise of in terms of the rights attaching to such share, including the
ability to instruct the transfer of such share. The numbers referred to in
this table exclude any awards that may be outstanding under the Frenkel
Topping Share Option Schemes, however any such shares arising from such awards
would be included in the scope of the undertakings.
** - assuming that no additional Frenkel Topping Shares are issued prior
to the Court Meeting pursuant to the Frenkel Topping Share Option Schemes and
excluding NASCIT's existing shareholding which will not be eligible to vote.
*** - Tim Linacre has irrevocably undertaken to receive the Cash Offer (not
the Alternative Offer) in respect of his entire beneficial holding of Frenkel
Topping Shares. Richard Fraser, Mark Holt and Elaine Cullen-Grant intend to
elect for the Alternative Offer in respect of the number of Frenkel Topping
Shares set out in this column - their intentions are however subject to
confirmation from the administrators of their SIPPs in which these Frenkel
Topping Shares are held that they are able to hold the consideration set out
in the Alternative Offer in their SIPPs Should such confirmations not be
received, Richard Fraser, Mark Holt and/or Elaine Cullen-Grant will receive
the Cash Offer in respect of their entire beneficial holdings of Frenkel
Topping Shares (or holdings they control).
Pursuant to the above, the Independent Directors have irrevocably undertaken
to:
(i) exercise, or, where applicable, instruct the exercise of, all voting
rights attaching to such Frenkel Topping Shares in favour of any resolutions
required to give effect to the Scheme at the General Meeting or the Court
Meeting and any related matters;
(ii) if Irwell Bidco exercises its right to structure the Offer as a
Takeover Offer, to accept or instruct the acceptance of such Takeover Offer;
and
(iii) not accept any offer made or proposed to be made in respect of the
Frenkel Topping Shares by any person other than Irwell Bidco, or, where
applicable, to instruct that no such offer is accepted.
These irrevocable undertakings cease to be binding on the date the Scheme
becomes Effective (or the Takeover Offer becomes or is declared wholly
unconditional), or prior to that date if:
(i) the Scheme Document (or if the Offer is implemented by way of a
Takeover Offer, the Takeover Document) has not been published within 28 days
of the date of release of this Announcement (or within such longer period as
the Panel may agree);
(ii) the Scheme or any resolution to be proposed is not approved by the
requisite majority of the Voting Scheme Shareholders at the Court Meeting or
Frenkel Topping Shareholders at the General Meeting;
(iii) if the Scheme has not become Effective by 11.59 p.m. on the Long
Stop Date or, if earlier, the date on which the Offer is withdrawn or lapses
in accordance with its terms (except if the Offer is withdrawn or lapses (i)
as a result of Irwell Bidco exercising its right to implement the Offer by way
of a Takeover Offer rather than a Scheme (or vice versa); or (ii) a new,
revised or replacement Scheme or Takeover Offer is or has been announced in
accordance with Rule 2.7 of the Code at the same time); or
(iv) any event occurs or becomes known to Irwell Bidco or its financial
adviser before despatch of the Scheme Document (or, if the Offer is
implemented by way of a Takeover Offer, the Takeover Document) as a result of
which the Panel requires or agrees that Irwell Bidco need not make the Offer.
2. Institutional and other Frenkel Topping shareholders' irrevocable
undertakings
The following Frenkel Topping Shareholders have provided irrevocable
undertakings to vote in favour of the resolutions relating to the Offer at the
Meetings in respect of their own beneficial holdings (or those Frenkel Topping
Shares over which they have control):
Name of Frenkel Topping Shareholder Number of Frenkel Topping Shares to which undertaking relates Percentage of Frenkel Topping's existing issued ordinary share capital Percentage of Voting Scheme Shares* Number of Frenkel Topping Shares irrevocably electing to receive the
Alternative Offer
IPGL Limited 16,236,377 12.68% 18.11% -
Onward Opportunities Limited 2,866,499 2.24% 3.20% 2,866,499
Total: 19,102,876 14.92% 21.31% 2,866,499
Note:
* - assuming that no additional Frenkel Topping Shares are issued prior to
the Court Meeting pursuant to the Frenkel Topping Share Option Schemes and
excluding NASCIT's existing shareholding which will not be eligible to vote.
Pursuant to the above, such Frenkel Topping Shareholders have irrevocably
undertaken to:
(i) cast, or, where applicable, procure the casting of, all voting
rights attaching to such Frenkel Topping Shares in favour of any resolutions
required to give effect to the Scheme at the General Meeting or the Court
Meeting and any related matters;
(ii) if Irwell Bidco exercises its right to structure the Offer as a
Takeover Offer, to accept or procure the acceptance of such Takeover Offer;
and
(iii) not accept any offer made or proposed to be made in respect of the
Frenkel Topping Shares by any person other than Irwell Bidco, or, where
applicable, to procure that no such offer is accepted.
Such irrevocable undertakings shall cease to be binding, inter alia, if:
In the case of IPGL Limited:
(i) the Offer has not completed on or before 11.59 p.m. on the Long Stop
Date; or
(ii) this Announcement is not released by 5.00 p.m. on 7 October 2025
(or such other date as agreed between IPGL Limited and Irwell Bidco with the
consent of the Panel (if required));
(iii) the Scheme Document is not released by the date which is 28 days
after the date of this Announcement (or such later date as may be approved by
the Panel) or if the Takeover Document is not released within 28 days from
publication of Irwell Bidco's election to implement a Takeover Offer;
(iv) the Offer (whether implemented by way of a Scheme or a Takeover
Offer) lapses or is withdrawn in a manner which is permitted by the Panel,
save where such lapse or withdrawal is as a result of Irwell Bidco exercising
its right to implement the Offer by way of a Takeover Offer rather than by way
of a Scheme or vice versa in accordance with the Code; or
(v) any third party announces a firm intention to make an offer in
accordance with Rule 2.7 of the Code to acquire the entire issued and to be
issued ordinary share capital of Frenkel Topping (not already owned by such
party) which exceeds the value of the Offer by 15 per cent. or more, as at the
date such announcement is made, and that the Independent Directors wish to
recommend.
In the case of Onward Opportunities Limited:
(i) the Offer has not completed on or before 11.59 p.m. on the Long Stop
Date; or
(ii) the Offer (whether implemented by way of a Scheme or a Takeover
Offer) lapses or is withdrawn in a manner which is permitted by the Panel,
save where such lapse or withdrawal is as a result of Irwell Bidco exercising
its right to implement the Offer by way of a Takeover Offer rather than by way
of a Scheme or vice versa in accordance with the Code; or
(iii) any third party announces a firm intention to make an offer in
accordance with Rule 2.7 of the Code to acquire the entire issued and to be
issued ordinary share capital of Frenkel Topping (not already owned by such
party) which exceeds the value of the Offer by 15 per cent. or more, as at the
date such announcement is made, and that the Independent Directors wish to
recommend.
Onward Opportunities Limited has irrevocably elected to receive the
Alternative Offer in respect of its entire shareholding in Frenkel Topping.
3. NASCIT's irrevocable undertaking
NASCIT has provided an irrevocable undertaking to vote in favour of the
resolution relating to the Offer at the General Meeting in respect of its own
beneficial holdings (or those Frenkel Topping Shares over which it has
control), being 38,350,000 Frenkel Topping Shares representing 29.96 per cent.
of Frenkel Topping's existing issued ordinary share capital.
Under the terms of its irrevocable undertaking and subject to the Scheme
becoming Effective, NASCIT has irrevocably undertaken to:
(i) accept and agree to the terms of the Scheme;
(ii) exercise all voting rights attaching to its Frenkel Topping Shares
to vote in favour of all resolutions to approve the Scheme, and any related
matters, proposed at any general meeting (including any adjournment thereof)
of the Company to be convened and held in connection with the Scheme, or at
any adjournment of any such meeting;
(iii) elect to receive, in aggregate, 38,350,000 Irwell Holdco Units
pursuant to the Alternative Offer under the Scheme in respect of its entire
existing holding of Frenkel Topping Shares; and
(iv) if Irwell Bidco exercises its right to structure the Offer as a
Takeover Offer, to accept or procure the acceptance of such Takeover Offer.
NASCIT's irrevocable undertaking ceases to be binding if:
(i) the Offer has not completed on or before 29 March 2026; or
(ii) prior to the Effective Date any third party announces a firm
intention to make an offer in accordance with Rule 2.7 of the Code to acquire
the entire issued and to be issued ordinary share capital of the Company and
such offer represents, in the reasonable opinion of Irwell Bidco, a premium of
more than 15 per cent. to the price per Frenkel Topping Share being offered at
that time by Irwell Bidco and Irwell Bidco does not increase the consideration
to be paid for the Frenkel Topping Shares pursuant to the Offer to at least an
equivalent amount per Frenkel Topping Share within ten days of this competing
offer.:
In addition, as NASCIT is not a Voting Scheme Shareholder, it will be
providing a letter of confirmation to the Court that it approves of, and
agrees to be bound by, the Scheme in order to avoid the need for a separate
court meeting to be held to obtain its approval.
4. Letter of intent
Irwell Bidco has received a letter of intent from Downing LLP in its capacity
as manager of certain funds which hold, in aggregate, 11,276,160 Frenkel
Topping Shares (representing 8.81 per cent. of Frenkel Topping's existing
issued ordinary share capital and 12.58 per cent. of the Voting Scheme
Shares), pursuant to which it intends to:
(i) vote (or procure the vote) in favour of the Scheme at the Court
Meeting; and
(ii) vote in favour of the resolution required to implement the Scheme
to be proposed at the General Meeting,
(or, in the event that the Proposals are implemented by way of a Takeover
Offer, to accept or procure acceptance of such offer) in respect of their own
beneficial holdings of Frenkel Topping Shares (or holdings over which they
have control).
APPENDIX V
SUMMARY OF THE ARTICLES OF IRWELL HOLDCO
AND THE TERMS OF THE IRWELL MIDCO 1 LOAN NOTES
Set out below is (i) a summary of the provisions of the articles of
association of Irwell Holdco which will govern the terms on which eligible
Frenkel Topping Shareholders who elect for the Alternative Offer will hold
Irwell Holdco Units, and (ii) a summary of the Irwell Midco 1 Loan Notes.
Further details will be set out in the Scheme Document.
ARTICLES OF ASSOCIATION OF IRWELL HOLDCO
1. Information on Irwell Holdco and its share capital
1.1 Irwell Holdco is a private limited company registered in
England and Wales and incorporated on 21 July 2025. The share capital of
Irwell Holdco at incorporation comprised 100 ordinary shares of £0.01 each
which were held by North Atlantic Value GP 6 LLP, the general partner of HPE
VI. The share capital of Irwell Holdco has been redesignated such that it
comprises:
i) ordinary shares of 1 penny nominal value each ("Irwell Holdco Ordinary
Shares"); and
ii) nil per cent. cumulative redeemable preference shares of 1 penny nominal
value each ("Irwell Holdco Preference Shares").
1.2 Irwell Holdco Shares will be issued as part of the Irwell
Holdco Units. Pursuant to the Alternative Offer, one Irwell Holdco Unit will
be issued for each Frenkel Topping Share validly elected for the Alternative
Offer. Each Irwell Holdco Unit will comprise 1 Irwell Holdco Ordinary Share,
33 Irwell Holdco Preference Shares and 6 pence in Irwell Midco 1 Loan Notes.
The Irwell Holdco Ordinary Shares and Irwell Holdco Preference Shares will be
stapled.
1.3 Following the reorganisation on or shortly after the
Effective Date, Irwell Holdco will be owned by the Irwell Holdco Investors and
those Voting Scheme Shareholders validly electing for the Alternative Offer.
For the purposes of the articles of association of Irwell Holdco, HPE VI,
Harwood Holdco and NASCIT are defined as the "Lead Investors".
1.4 The rights attaching to the Irwell Holdco Ordinary Shares
and Irwell Holdco Preference Shares are summarised in sections 2 and 3 below
respectively and shall also be set out in the Scheme Document and the articles
of association of Irwell Holdco.
1.5 Irwell Holdco has the power to issue redeemable shares and,
subject to the Companies Act 2006, to purchase its own shares.
2. Irwell Holdco Ordinary Shares
The Irwell Holdco Ordinary Shares have the following rights:
2.1 The Irwell Holdco Ordinary Shares entitle their holders to
receive notice of, attend, speak and vote at all general meetings of Irwell
Holdco. On a poll, each Irwell Holdco Ordinary Share has one vote attached
to it.
2.2 The Irwell Holdco Ordinary Shares confer the right to
dividends declared and other distributions made by Irwell Holdco.
2.3 Subject to the rights of the Irwell Holdco Preference
Shares, the Irwell Holdco Ordinary Shares entitle their holders to receive
repayment of all sums paid up or credited as paid up on the Irwell Holdco
Ordinary Shares held by them and to participate in any other distributions
made by Irwell Holdco in the context of a winding-up or other exit event.
2.4 Transfers of Irwell Holdco Ordinary Shares are subject to
the restrictions set out in section 4 below.
3. Irwell Holdco Preference Shares
The Irwell Holdco Preference Shares have the following rights and are subject
to the following restrictions:
3.1 The Irwell Holdco Preference Shares entitle their holders to
receive notice of, but not to attend, speak or vote at any general meetings of
Irwell Holdco, save in respect of separate general meetings of the holders of
Irwell Holdco Preference Shares to consider any variation(s) of class rights.
3.2 The Irwell Holdco Preference Shares do not confer the right
to receive a dividend.
3.3 On a winding-up of Irwell Holdco, the Irwell Holdco
Preference Shares entitle their holders, in priority to any payment in respect
of the Irwell Holdco Ordinary Shares, to repayment of all sums paid up or
credited as paid up on the Irwell Holdco Preference Shares but do not carry
any right to participate in any further distribution(s) made by Irwell Holdco
in the context of a winding-up.
3.4 The Irwell Holdco Preference Shares shall, subject to Irwell
Holdco being able lawfully to do so, be redeemed on 31 December 2035, or on
such earlier date as Irwell Holdco may determine.
3.5 Transfers of Irwell Holdco Preference Shares are subject to
the restrictions set out in section 4 below.
4. Transfer of Irwell Holdco Shares
4.1 General restrictions on transfers
The Irwell Holdco Ordinary Shares and Irwell Holdco Preference Shares are
stapled together, such that where a shareholder proposes to transfer either
Irwell Holdco Ordinary Shares or Irwell Holdco Preference Shares that
shareholder must also transfer the same proportion of its Irwell Holdco
Ordinary Shares or Irwell Holdco Preference Shares as the Irwell Holdco
Ordinary Shares or Irwell Holdco Preference Shares proposed to be transferred
bear to the total number of shares of that class held by such shareholder.
Following successful completion of the Offer, application will be made for the
stapled Irwell Holdco Ordinary Shares and Irwell Holdco Preference Shares to
be traded on a suitable UK matched bargain facility platform.
4.2 Drag and tag along rights
In the event of any offer being received for the entire issued share capital
of Irwell Holdco, such offer being accepted by the holders of 50 per cent. or
more of the issued Irwell Holdco Shares ("Accepting Shareholders"), and the
Accepting Shareholders obtaining Lead Investors consent, the Accepting
Shareholders have the right by notice in writing to the remaining holders of
Irwell Holdco Shares (the "Dragged Along Shareholders") to require the Dragged
Along Shareholders to accept such offer and transfer their shares to the
offeror on the same terms as those applying to the Accepting Shareholders.
In the event of any offer being received for 75 per cent. or more of the
issued Irwell Holdco Shares and such offer being accepted by the holders of 75
per cent. or more of the issued Irwell Holdco Shares ("Selling Shareholders"),
the remaining holders of Irwell Holdco Shares who are not the Selling
Shareholders (the "Tag Along Shareholders") have the right by notice in
writing to the Selling Shareholders to require the proposed purchaser to buy
all (but not some only) of the Tag Along Shareholders' Irwell Holdco Shares to
the same purchaser on the same economic terms as the purchaser is offering to
the Selling Shareholders.
5. Variation of rights
No variation of the rights attaching to either class of Irwell Holdco Shares
is to be effective without consent in writing of the holders of at least 75
per cent. in nominal value of that class of shares, save that the special
rights attached to the Preference Shares may only be varied or abrogated with
the consent of the Lead Investors.
6. Issue of further Irwell Holdco Shares
6.1 The Irwell Holdco Board are authorised to allot Irwell
Holdco Shares up to a maximum nominal amount of £55,853,107.42. Any further
allotments must be authorised by an ordinary resolution of the holders of the
Irwell Holdco Ordinary Shares.
7. General meetings
A general meeting shall be called by not less than 14 clear days' notice in
writing. The notice must specify the place, day and time of the meeting. The
quorum for a general meeting shall be two Qualifying Persons (as defined in
section 318 of the Companies Act 2006), one of whom must be a Lead Investor.
Directors of Irwell Holdco may attend and speak at general meetings, whether
or not they hold Irwell Holdco Shares.
8. Directors
8.1 Board of directors
The Irwell Holdco Board shall comprise no less than two and no more than eight
directors. The Lead Investors shall be entitled to appoint and maintain in
office up to four persons as executive directors of Irwell Holdco. The
directors of Irwell Holdco are not required to retire by rotation. Harwood
and/or the Harwood Funds shall be entitled to appoint the chairman of the
Irwell Holdco Board. Such chairman shall have a casting vote if the number of
votes for and against a proposal at a meeting of the Irwell Holdco Board are
equal.
8.2 Termination of office of director
The office of a director of Irwell Holdco shall be vacated in specified
circumstances, including where the individual is prohibited from being a
director by law, a bankruptcy order is made, the individual resigns by giving
notice.
8.3 Alternate directors
Any director may appoint any director or any other person to be his/her
alternate approved by resolution of the directors and may at his/her sole
discretion remove such an alternate director by notice in writing to Irwell
Holdco signed by the appointer.
8.4 Proceedings
Subject to the provisions of the articles of association, the Irwell Holdco
Board may regulate its proceedings as it thinks fit. The quorum necessary for
the transaction of the business of the Irwell Holdco Board shall be two
directors, one of which must be a director appointed by a Lead Investor.
The Irwell Holdco Board may, with the prior written consent of the Lead
Investors, delegate any of its powers, authorities and discretions (with power
to sub-delegate) to a committee.
8.5 Remuneration
Each of the directors shall be paid a fee at such rate as may from time to
time be determined by the Irwell Holdco Board.
8.6 Permitted interests
Subject to the provisions of the Companies Act 2006, and provided he/she has
declared the nature and extent of any interest, a director of Irwell Holdco
may:
· be a party to, or otherwise interested in, any transaction or
arrangement with Irwell Holdco or in which Irwell Holdco is otherwise
(directly or indirectly) interested;
· shall be an eligible director for the purposes of any proposed
decision of the directors (or committee of directors) in respect of such
transaction or arrangement or proposed transaction or arrangement in which he
is interested; and
· shall be entitled to vote at a meeting of directors or of a
committee of the directors, or participate in any unanimous decision, in
respect of such transaction or arrangement or such proposed transaction or
arrangement.
8.7 Indemnity
Subject to the provisions of the Companies Act 2006, every director is
entitled to be indemnified by Irwell Holdco against any liability incurred by
him/her as a director of Irwell Holdco in the actual or purported execution,
or discharge of his duties in relation to:
· the Company;
· any associated company; and
· any occupational pension scheme of which the Company or any
associated company is a trustee.
Irwell Holdco may purchase and maintain insurance for any person who is or was
a director or officer of Irwell Holdco or any associated company against any
loss or liability which he may incur, whether in connection with any proven or
alleged negligence, default, breach of duty or breach of trust or otherwise in
relation to Irwell Holdco, any associated company, any employees' share scheme
of Irwell Holdco or of any associated company or any occupational pension
scheme of which Irwell Holdco or any associated company is a trustee.
9. Information rights
The directors of Irwell Holdco will, upon written request, provide copies of
the following to the Lead Investors:
· within 90 days of the end of each financial year, a final draft
of the annual audited consolidated financial statements of Irwell Holdco and
its group companies, and, once audited, within 90 days of the conclusions of
such audit;
· any information provided to Irwell Holdco and its group
companies' lenders;
· a fully diluted capitalisation table of Irwell Holdco;
· within 28 days of the end of the relevant month, monthly
statements or accounts of Irwell Holdco and its group companies together with
any related financial presentations (it being understood that for this purpose
the parent company of Irwell Holdco and its group companies may be Irwell
Holdco or any intermediate holding company);
· at least 30 days before the beginning of each financial year of
Irwell Holdco, a business plan for Irwell Holdco and its group companies for
that forthcoming financial year;
· minutes of each board meeting of each member of Irwell Holdco
and its group companies and each meeting of a committee of the board of each
member of Irwell Holdco and its group companies as soon as reasonably
practicable following such meeting; and
· within a reasonable time following written request, such other
financial or other information regarding Irwell Holdco's or any other member
of the group companies' operations, activities, finances and accounts as may
exist at the relevant time and as it may reasonably request (including,
without limitation, as required for any Lead Investor to comply with its
obligations under the Alternative Investment Fund Managers Directive and its
reasonable internal compliance policies).
The Lead Investors shall also be entitled to access the premises, books and
records of Irwell Holdco and any of its group companies.
IRWELL MIDCO 1 LOAN NOTES
The Irwell Midco 1 Loan Notes, to be issued as part of the Irwell Holdco
Units, are constituted by the Irwell Midco 1 PIK Loan Note Instrument. These
notes are unsecured, carry a coupon of 20 per cent. per annum and are
repayable on the earlier of a) the tenth anniversary of the date of the Irwell
Midco 1 PIK Loan Note Instrument and b) an Exit (as defined in the Irwell
Midco 1 PIK Loan Note Instrument), provided that the exit occurs more than six
months after the issue date. Interest will accrue annually in arrears and may
be satisfied either in kind or, at the election of Irwell Midco 1, in cash.
Any interest paid in kind will be evidenced by the issuance of additional loan
notes, which shall be consolidated with the existing Irwell Midco 1 Loan Notes
and will have an aggregate nominal value equal to the amount of interest
payable.
APPENDIX VI
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"2024 Final Dividend" the proposed final dividend of 1.375 pence per Frenkel Topping Share in
respect of the Company's financial year ended 31 December 2024 which is
currently expected to be paid by Frenkel Topping on 17 October 2025 to all
Frenkel Topping Shareholders on its register at close of business on 3 October
2025;
"Adjustment Event" in relation to the CVRs (i) any allotment or issue of Irwell Holdco Ordinary
Shares by way of capitalisation of profits or reserves; (ii) any sub-division
or consolidation of Irwell Holdco Ordinary Shares; (iii) any cancellation,
purchase or redemption of Irwell Holdco Ordinary Shares by Irwell Holdco; or
(iv) any capital reduction of the Irwell Holdco Ordinary Shares;
"AI" artificial intelligence;
"AIM" AIM, a market operated by the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange (as amended
from time to time);
"Alternative Offer" the alternative to the Cash Offer, whereby a Scheme Shareholder (other than a
Restricted Overseas Shareholder) may elect, in respect of all or some of their
Scheme Shares, to receive the Alternative Offer Cash Consideration and Irwell
Holdco Units, the terms and Conditions of which will be set out in the Scheme
Document and the Form of Election;
"Alternative Offer Cash Consideration" the 10 pence in cash per Scheme Share, forming part of the consideration
payable pursuant to the Alternative Offer;
"Alternative Offer Maximum Cap" the Alternative Offer will be limited to 32,003,266 Irwell Holdco Units,
representing approximately 22.8 per cent. of the expected Irwell Holdco Units
in issue following completion of the Offer and equating to valid elections in
respect of a maximum of 25 per cent. of the Frenkel Topping Shares in issue as
at the Latest Practicable Date;
"Announcement" this announcement including its Appendices made pursuant to Rule 2.7 of the
Code dated 30 September 2025;
"Appendices" the appendices to this Announcement;
"Articles" the articles of association of Frenkel Topping as at the date of the Scheme
and "Article" shall mean any article of those Articles;
"Ascencia" Ascencia Investment Management Limited, a private limited company incorporated
in England and Wales, with registered number 05010380, whose registered
address is at Frenkel House 15 Carolina Way, Salford, Manchester, United
Kingdom, M50 2ZY, being a wholly owned subsidiary of the Company;
"Asset Sale" the disposal by Irwell Holdco of all or substantially all of its undertaking
and assets, which shall include the sale of (or the grant of a right to
acquire or to dispose of) any of the shares in the capital of any direct or
indirect subsidiary of Irwell Holdco (in one transaction or as a series of
transactions) which will result in the purchaser of those shares (or grantee
of that right) and persons acting in concert with him, her or it together
acquiring a controlling interest (directly or indirectly) in Frenkel Topping
(by whatever name it is then known), except where following completion of the
sale the shareholders and the proportion of shares held by each of them are
the same as the shareholders and their shareholdings in the relevant company,
immediately prior to the sale;
"Authorisations" regulatory authorisations, grants, orders, recognitions, confirmations,
leases, agreements, arrangements, consents, franchises, leases, licences,
clearances, certificates, permissions, exemptions or approvals;
"Bloomberg" Bloomberg L.P., a financial software services, news and data company;
"Board" the board of directors of Frenkel Topping or the board of directors of Irwell
Holdco or Irwell Bidco (as the case may be) and the terms "Frenkel Topping
Board", "Irwell Holdco Board" and "Irwell Bidco Board" shall be construed
accordingly;
"Business Day" a day (other than a Saturday, Sunday or UK public holiday) on which clearing
banks in the City of London are open for the transaction of general commercial
business;
"Cash Consideration" the cash consideration to be offered to Frenkel Topping Shareholders under the
terms of the Offer;
"Cash Offer" the main cash offer (rather than the Alternative Offer) to be made by Irwell
Bidco to acquire the entire issued and to be issued ordinary share capital of
Frenkel Topping on the terms and subject to the conditions to be set out in
the Scheme Document and the Form of Election (or if Irwell Bidco elects
(subject to the consent of the Panel) in the offer document relating to a
Takeover Offer), comprising 50 pence in cash and one CVR per Scheme Share
held;
"Cavendish" Cavendish Capital Markets Limited, the financial adviser, Rule 3 adviser,
nominated adviser and broker to Frenkel Topping;
"certificated" or "in certificated form" the description of a share or other security which is not in uncertificated
form (that is, not in CREST);
"Closing Price" the closing middle market price of a Frenkel Topping Share on a particular
trading day as derived from Bloomberg for that trading day;
"Code" the City Code on Takeovers and Mergers in the UK issued by the Panel (as
amended from time to time);
"Companies Act 2006" the Companies Act 2006 (as amended from time to time);
"Conditions" the conditions to implementing the Proposals (including the Scheme) as set out
in Appendix I of this Announcement and to be set out in the Scheme Document;
"Confidentiality Agreement" the confidentiality agreement entered into by Frenkel Topping and Harwood on 5
June 2025 in respect of confidential information relating to Frenkel Topping;
"Consumer Duty" a standard or set of rules introduced by the FCA with effect from 31 July
2023, intended to improve consumer protection by UK financial services firms;
"Controlling Interest" an interest in shares giving to the holder or holders control of the Company
within the meaning of section 1124 of the Corporation Tax Act 2010;
"Court" the High Court of Justice in England and Wales;
"Court Meeting" the meeting of Voting Scheme Shareholders to be convened by order of the Court
pursuant to section 899 of the Companies Act 2006 for the purpose of
considering and, if thought fit, approving the Scheme (with or without
amendment), and any adjournment thereof;
"CREST" the computerised settlement system (as defined in the CREST Regulations)
operated by Euroclear UK & International Limited which facilitates the
transfer of title to shares in uncertificated form;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI2001 No. 3755), including
(i) any enactment or subordinate legislation which amends or supersedes those
regulations and (ii) any applicable rules made under those regulations or any
such enactment or subordinate legislation for the time being in force;
"CVR" or "Contingent Value Right" the contingent value right being issued pursuant to the Cash Offer only,
whereby one CVR shall be issued for each Scheme Share held. The CVR provides
holders with the right to receive up to an additional 10 pence of
consideration per CVR in the form of CVR Loan Notes, subject to the value (or
implied value) of an Irwell Holdco Ordinary Share on a future Exit Event
exceeding in whole pence the 100 pence Hurdle Price after allowing for the
repayment in full of any then outstanding Irwell Midco 1 Loan Notes (together
with accrued interest thereon) and redemption in full of the then outstanding
Irwell Holdco Preference Shares;
"CVR Consideration" the contingent value right consideration payable pursuant to the Cash Offer
for each Scheme Share held;
"CVR Deed Poll" the deed poll dated on or about the date of this Announcement entered into by
Irwell Bidco, under which the CVRs are to be constituted with effect from the
Effective Date;
"CVR Holder" a holder of a CVR;
"CVR Loan Notes" any loan notes to be issued pursuant to the CVR Deed Poll and on the terms and
conditions of the CVR Loan Note Instrument, should consideration pursuant to
the CVR become payable on an Exit Event;
"CVR Loan Note Instrument" the deed poll dated on or around the date of this Announcement, entered into
by Irwell Bidco, under which the CVR Loan Notes are to be constituted with
effect from the date on which such notes are to be issued to the CVR Holders
in satisfaction of their CVR entitlements;
"Dealing Disclosure" has the same meaning as in Rule 8 of the Code;
"Disclosure Guidance and Transparency Rules" the Disclosure Guidance and Transparency Rules made by the FCA (as amended
from time to time);
"EBITDA" earnings before interest, tax, depreciation and amortisation;
"Effective" in the context of the Offer:
(a) if the Offer is implemented by way of the Scheme, the Scheme having
become effective pursuant to and in accordance with its terms; or
(b) if the Offer is implemented by way of a Takeover Offer, the Offer
having been declared and become unconditional in all respects in accordance
with the Code;
"Effective Date" the date on which the Scheme becomes Effective in accordance with its terms
or, if Irwell Bidco elects, and the Panel consents, to implement the Offer by
way of a Takeover Offer, the date on which such Takeover Offer becomes or is
declared unconditional in all respects;
"Exit Event" a Share Sale, an Asset Sale or an IPO;
"Fairly Disclosed" as publicly announced by or on behalf of Frenkel Topping (i) via any
Regulatory Information Service on or before the date of this Announcement,
(ii) by way of the publication of such information on the main website
maintained by Frenkel Topping before the date of this Announcement, (iii) in
any filings made with the Registrar of Companies and appearing on Frenkel
Topping's or any member of the Wider Frenkel Topping Group's file at Companies
House within the last two years, (iv) in this Announcement, or (v) as
otherwise fairly disclosed by any member of the Frenkel Topping Group or any
of its professional advisers, including any of its legal advisers and any of
its financial advisers, to a member of the Irwell Holdco Group or any of its
professional advisers, including to any of its legal advisers and any of its
financial advisers, before the date of this Announcement (including all
matters fairly disclosed in the written replies, correspondence, documentation
and information provided in an electronic data room created by or behalf of
Frenkel Topping or sent to any member of the Irwell Holdco Group or any of its
professional advisers during the due diligence process and whether or not in
response to any specific request for information made by any member of the
Irwell Holdco Group or any of its professional advisers);
"FCA" or "Financial Conduct Authority" the Financial Conduct Authority in its capacity as the competent authority for
the purposes of Part VI of the FSMA, including its successor(s) from time to
time;
"FCA Condition" Condition 1(e) of Appendix I to this Announcement;
"Fixed Consideration" the 50 pence in cash per Scheme Share, forming part of the consideration
payable under the Cash Offer;
"Form of Election" the form of election to be sent to Scheme Shareholders (other than Scheme
Shareholders in a Restricted Jurisdiction) by or on behalf of the Company
pursuant to which a Scheme Shareholder may make an election for the
Alternative Offer in respect of some, or all of his/her/its Scheme Shares in
lieu of some or all of the Fixed Consideration and CVR Consideration under the
Cash Offer;
"Forms of Proxy" the form of proxy for use at the Court Meeting and the form of proxy for use
at the General Meeting and "Form of Proxy" means either of them;
"Frenkel Topping" or the "Company" Frenkel Topping Group plc, a public limited company incorporated in England
and Wales, with registered number 04726826, whose registered address is at
Frenkel House 15 Carolina Way, Salford, Manchester, M50 2ZY;
"Frenkel Topping Directors" the board of directors of Frenkel Topping as at the date of this Announcement
or, where the context so requires, the board of directors of Frenkel Topping
from time to time;
"Frenkel Topping Group" Frenkel Topping and its subsidiary undertakings;
"Frenkel Topping Group Regulated Entities" Frenkel Topping Limited, Aspire + Wealth Management Limited, Frenkel Topping
Associates Limited, HCC Investment Solutions Limited, Lime Wealth Management
Limited, Pattinson and Brewer Financial Services Limited, Ralli Financial
Services Limited, Ascencia Investment Management Limited and Major Trauma
Support Partnership Limited;
"Frenkel Topping Share Option Schemes" the Frenkel Topping Group plc 2011 enterprise management incentive plan
adopted on 23 November 2011 and the Frenkel Topping Group plc 2021 long term
incentive plan adopted on 18 March 2021;
"Frenkel Topping Shareholders" registered holders of Frenkel Topping Shares from time to time;
"Frenkel Topping Shares" the ordinary shares of 0.5 pence each in the capital of Frenkel Topping;
"FSMA" the Financial Services and Markets Act 2000 (as amended from time to time);
"General Meeting" the general meeting of Frenkel Topping Shareholders to be convened in
connection with the Proposals, and any adjournment thereof, notice of which
will be set out in the Scheme Document;
"Harwood" Harwood Private Equity LLP, a limited liability partnership incorporated in
England and Wales under the Limited Liability Partnerships Act 2000 under
registration number OC441145;
"Harwood Capital Management" Harwood Capital Management Limited, a company incorporated in England and
Wales under registration number 07667924 with limited liability having its
registered office at 6 Stratton Street, Mayfair, London W1J 8LD;
"Harwood Capital Management Group" Harwood Capital Management and its subsidiaries;
"Harwood Funds" NASCIT, Harwood Holdco and HPE VI;
"Harwood Holdco" Harwood Holdco Limited, a company incorporated in England and Wales under
registration number 03628075 with limited liability having its registered
office at 6 Stratton Street, Mayfair, London W1J 8LD, whose ultimate parent
undertaking is Harwood Capital Management;
"HPE VI" Harwood Private Equity VI L.P., a limited partnership registered in England
and Wales under the Limited Partnerships Act 1907 under registration number
LP022768;
"Hurdle Price" 100 pence per Irwell Holdco Ordinary Share;
"IFA" independent financial adviser;
"IFRS" International Financial Reporting Standards as adopted by the European Union;
"Independent CVR Representative" the independent representative to be appointed under the terms of the CVR Deed
Poll to act as the representative of CVR Holders;
"Independent Directors" the independent directors of Frenkel Topping able to recommend the Proposals,
being Richard Fraser, Mark Holt, Elaine Cullen-Grant, Tim Linacre and The Rt.
Hon. Mark Field;
"IPO" the admission of all or any of Irwell Holdco's or Irwell Midco 1's or Irwell
Midco 2's or Irwell Bidco's ordinary shares or the Frenkel Topping Shares or
of any special purpose holding company established in respect of such
admission or securities representing those shares (including without
limitation depositary interests, depositary receipts and/or other instruments)
to trading on London Stock Exchange plc's main market (in any listing
category) or the AIM market operated by London Stock Exchange plc or any other
Recognised Investment Exchange;
"Irwell Bidco" Irwell Financial Services Bidco Limited, a company incorporated in England and
Wales under registration number 16609847 with limited liability having its
registered office at 6 Stratton Street, Mayfair, London W1J 8LD;
"Irwell Bidco Directors" the board of directors of Irwell Bidco as at the date of this Announcement;
"Irwell Bidco Rollover Loan Note Instrument" the deed poll dated on or around the date of this Announcement entered into by
Irwell Bidco, under which the Irwell Bidco Rollover Loan Notes are to be
constituted with effect from the date on which such notes are to be issued to
valid electors for the Alternative Offer;
"Irwell Bidco Rollover Loan Notes" the unsecured £0.01 loan notes to be issued under a loan note instrument to
be executed by Irwell Bidco;
"Irwell Holdco" Irwell Financial Services Holdco Limited, a company incorporated in England
and Wales under registration number 16597445 with limited liability having its
registered office at 6 Stratton Street, Mayfair, London W1J 8LD;
"Irwell Holdco Board" the board of directors of Irwell Holdco as at the date of this Announcement;
"Irwell Holdco Group" Irwell Holdco and its direct and indirect holding companies, being Irwell
Midco 1, Irwell Midco 2 and Irwell Bidco;
"Irwell Holdco Investors" HPE VI, Harwood Holdco, Momentum, NASCIT and David Barral;
"Irwell Holdco Ordinary Shares" ordinary shares of 1 penny each in the capital of Irwell Holdco;
"Irwell Holdco Preference Shares" preference shares of 1 penny nominal value each in the capital of Irwell
Holdco, redeemable at face value, having the rights set out in the articles of
association of Irwell Holdco;
"Irwell Holdco Shareholders" registered holders of Irwell Holdco Shares from time to time;
"Irwell Holdco Shares" Irwell Holdco Ordinary Shares and/or Irwell Holdco Preference Shares;
"Irwell Holdco Unit" one Irwell Holdco Ordinary Share, 33 Irwell Holdco Preference Shares and six
Irwell Midco 1 Loan Notes;
"Irwell Midco 1" Irwell Financial Services Midco 1 Limited, a company incorporated in England
and Wales under registration number 16602466 with limited liability having its
registered office at 6 Stratton Street, Mayfair, London W1J 8LD;
"Irwell Midco 1 Loan Notes" payment-in-kind (PIK) loan notes with an interest rate of 20 per cent.
accruing and compounding annually redeemable at face value of 1 penny each;
"Irwell Midco 1 PIK Loan Note Agreement" the deed poll dated on or around the date of this Announcement, entered into
by Irwell Midco 1, under which the Irwell Midco 1 Loan Notes are to be
constituted with effect from the Effective Date;
"Irwell Midco 1 Rollover Loan Notes" the unsecured £0.01 loan notes to be issued under a loan note instrument to
be executed by Irwell Midco 1;
"Irwell Midco 2" Irwell Financial Services Midco 2 Limited, a company incorporated in England
and Wales under registration number 16608695 with limited liability having its
registered office at 6 Stratton Street, Mayfair, London W1J 8LD;
"Irwell Midco 2 Rollover Loan Notes" the unsecured £0.01 loan notes to be issued under a loan note instrument to
be executed by Irwell Midco 2;
"Latest Practicable Date" 29 September 2025;
"London Stock Exchange" London Stock Exchange plc, a public company incorporated in England and Wales
under number 02075721, together with any successors thereto;
"Long Stop Date" 29 March 2026 or such later date, if any, as Irwell Bidco or Frenkel Topping
may, with the consent of the Panel, agree and (if required) the Court may
allow;
"Maximum Potential Consideration" the sum of the Fixed Consideration and the Maximum Potential CVR
Consideration;
"Maximum Potential CVR Consideration" the maximum potential CVR Consideration payable on a future Exit Event
pursuant to the terms of the Cash Offer of 10 pence per CVR held;
"Meetings" together, the Court Meeting and the General Meeting;
"Momentum" Momentum S.à.r.l., a private holding company incorporated in Luxembourg under
registration number B104129 with limited liability having its registered
office at 36-38 Grand-Rue, L-1660 Luxembourg, Grand Duchy of Luxembourg;
"NASCIT" North Atlantic Smaller Companies Investment Trust Plc, whose shares are traded
on the main market of the London Stock Exchange, whose registered number is
01091347;
"NASCIT Reinvestment Amount" £4,362,312.40, being NASCIT's entitlement to the Alternative Offer Cash
Consideration pursuant to its irrevocable election for the Alternative Offer
plus its entitlement to the 2024 Final Dividend;
"Offer" the recommended offer to be made by Irwell Bidco to acquire the entire issued
and to be issued ordinary share capital of Frenkel Topping on the terms and
subject to the Conditions to be set out in the Scheme Document and the Form of
Election (or if Irwell Bidco elects (subject to the consent of the Panel) in
the offer document relating to a Takeover Offer), including both the Cash
Offer and the Alternative Offer, including, where the context so requires, any
subsequent revision, variation, extension or renewal of such offer;
"Offer Period" the offer period (as defined by the Code) relating to Frenkel Topping, which
commenced on 2 June 2025, being the date of the Possible Offer Announcement;
"Offer Price" 50 pence per Frenkel Topping Share;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Code;
"Options" subsisting options to acquire or subscribe for Frenkel Topping Shares granted
in accordance with the terms of the Frenkel Topping Share Option Schemes;
"Overseas Shareholders" Frenkel Topping Shareholders (or nominees of, or custodians or trustees for,
Frenkel Topping Shareholders) not resident in, or nationals or citizens of,
the United Kingdom;
"Panel" the Panel on Takeovers and Mergers in the UK;
"pence", "penny" or "p" UK pence sterling, the lawful currency of the UK;
"Possible Offer Announcement" the announcement of 2 June 2025, released by Harwood, regarding a possible
offer for the entire issued and to be issued ordinary share capital of Frenkel
Topping, in accordance with Rule 2.4 of the Code;
"pounds" or "£" UK pounds sterling, the lawful currency of the UK;
"Power of Attorney" the power of attorney to be included in the Form of Election, pursuant to
which any eligible Scheme Shareholders who validly elect to receive the
Alternative Offer will irrevocably appoint Irwell Bidco, and any director of,
or person authorised by, Irwell Bidco, as their attorney and/or agent to
execute on their behalf all documents necessary or desirable to give effect to
the terms of the Alternative Offer (see section 3.1 of this Announcement);
"PBT" profit before tax;
"Proposals" the Scheme and the other matters related to the Scheme to be considered at the
Meetings;
"Proposed Controllers" HPEVI, NASCIT and Harwood Holdco;
"Receiving Agent" Neville Registrars Limited;
"Recognised Investment Exchange" has the meaning set out in section 285 of FSMA;
"Registrar of Companies" the Registrar of Companies in England and Wales within the meaning of the
Companies Act 2006;
"Regulatory Information Service" a primary information provider which has been approved by the FCA to
disseminate regulated information and is included in the list maintained on
the London Stock Exchange's website;
"Relevant Authority" any central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative, fiscal or
investigative body, court, trade agency, association, institution,
environmental body, employee representative body or any other body or person
whatsoever in any jurisdiction;
"Restricted Jurisdiction" any jurisdiction, including but not limited to the United States, where making
the Offer or making information concerning the Offer available may (i)
constitute a violation of the relevant laws or regulations of such
jurisdiction, or (ii) result in the requirement to comply with any
governmental or other consents or any registration, filing or other formality
which Irwell Bidco and Frenkel Topping regard as being unduly onerous;
"Restricted Overseas Shareholders" a person holding Frenkel Topping Shares (including, without limitation, an
individual, partnership, unincorporated syndicate, limited liability company,
unincorporated organisation, trust, trustee, executor, administrator or other
legal representative) in, or resident in, or any person whom Frenkel Topping
(following consultation with Irwell Bidco) reasonably believes to be in a
Restricted Jurisdiction and persons in any other jurisdiction whom Frenkel
Topping (following consultation with Irwell Bidco) is advised to treat as
restricted overseas persons in order to observe the laws of such jurisdiction
or to avoid the requirement to comply with any governmental or other consent
or any registration, filing or other formality which Frenkel Topping
(following consultation with Irwell Bidco) regard as being unduly onerous;
"Rule" a rule of the Code;
"Santander" Santander UK PLC;
"Santander Debt Facility Agreement" the senior facility agreement dated 30 September 2025 and entered into between
Irwell Midco 2, Irwell Bidco and Santander;
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act 2006
between Frenkel Topping and each Scheme Shareholder (the full terms and
Conditions of which will be set out in the Scheme Document and the Form of
Election), with or subject to any modification, addition thereto or condition
approved or imposed by the Court and agreed to by Frenkel Topping and Irwell
Bidco;
"Scheme Court Hearing" the hearing by the Court of the petition to sanction the Scheme;
"Scheme Court Order" the order of the Court sanctioning the Scheme under section 899 of the
Companies Act 2006;
"Scheme Document" the formal document setting out the full terms and Conditions of the Offer to
be posted to Frenkel Topping Shareholders and others containing, inter alia,
details of the Scheme and the notices of the Meetings;
"Scheme Record Time" the scheme record time to be specified in the Scheme Document;
"Scheme Shareholders" the holders of Scheme Shares;
"Scheme Shares" all Frenkel Topping Shares which are:
(a) in issue at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme Document but before
the Voting Record Time; and
(c) (if any) issued on or after the Voting Record Time but prior to
the Scheme Record Time, either on terms that the holder of such shares shall
be bound by the Scheme, or in respect of which the original or any subsequent
holder agrees in writing to be bound by the Scheme,
which remain in issue at the Scheme Record Time but excluding any Frenkel
Topping Shares registered in the name of Irwell Bidco or held by the Company
in treasury;
"SEC" the US Securities and Exchange Commission;
"Share Sale" the sale of (or the grant of a right to acquire or to dispose of) any of the
shares in the capital of Irwell Holdco (in one transaction or as a series of
transactions) which will result in the purchaser of those shares (or grantee
of that right) and persons Acting in Concert (as defined in the Code) with
him, her or it together acquiring a Controlling Interest in the Company,
except where following completion of the sale the shareholders and the
proportion of shares held by each of them are the same as the shareholders and
their shareholdings in Irwell Holdco immediately prior to the sale;
"Siem Industries" Siem Industries S.A., the private holding company of Momentum, incorporated in
Luxembourg under registration number B250175, having its registered office at
36-38 Grand-Rue, L-1660 Luxembourg, Grand Duchy of Luxembourg;
"SIPP" self-invested personal pension;
"Strand Hanson" Strand Hanson Limited, the financial adviser to the Irwell Holdco Group and
Harwood;
"Subscription Agreement" the subscription agreement dated 30 September 2025 and made between (i) the
Irwell Holdco Investors, (ii) Irwell Holdco, (iii) Irwell Midco 1, (iv) Irwell
Midco 2 and (v) Irwell Bidco, as detailed in section 12 of this Announcement;
"Takeover Offer" an offer by Irwell Bidco to acquire the entire issued and to be issued
ordinary share capital of Frenkel Topping by way of a takeover offer under the
Code;
"Takeover Document" should the Offer be implemented by means of a Takeover Offer, the document to
be published by or on behalf of Irwell Bidco in connection with such Takeover
Offer, containing, inter alia, the terms and conditions of the Offer;
"The International Stock Exchange" or "TISE" The International Stock Exchange Group Limited, a company with limited
liability incorporated under the laws of Guernsey with registered number 57524
which has its registered office at Helvetia Court, Block B, 3rd Floor, Les
Echelons, St Peter Port, Guernsey, GY1 1AR and which provides financial
markets and securities services to public and private companies;
"uncertificated" or "in uncertificated form" recorded on the relevant register of the share or security concerned as being
held in uncertificated form in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means of CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States", "USA" or "US" the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all areas subject
to its jurisdiction or any political sub-division thereof;
"US Exchange Act" the US Securities Exchange Act of 1934, as amended from time to time, and the
rules and regulations promulgated thereunder;
"US Person" a US person as defined under Regulation S including, but not limited to, any
natural person in the United States;
"US Securities Act" the US Securities Act of 1933, as amended from time to time, and the rules and
regulations promulgated thereunder;
"Voting Record Time" the date and time to be specified in the Scheme Document by reference to which
entitlement to vote on the Scheme will be determined, as will be specified in
the Scheme Document;
"Voting Scheme Shares" the Scheme Shares other than the Scheme Shares held by NASCIT;
"Voting Scheme Shareholders" the holders of Scheme Shares (other than NASCIT who will confirm its approval
of, and agreement to be bound by, the Scheme in a letter of confirmation to
the Court);
"Wider Frenkel Topping Group" the Frenkel Topping Group and associated undertakings of Frenkel Topping and
any other body corporate, partnership, joint venture or person in which
members of the Frenkel Topping Group (aggregating their interests) have an
interest of more than 20 per cent. of the total voting rights conferred by the
voting or equity share capital or the equivalent; and
"Wider Irwell Holdco Group" the Irwell Holdco Group and associated undertakings of Irwell Holdco and any
other body corporate, partnership, joint venture or person in which members of
the Irwell Holdco Group (aggregating their interests) have an interest of more
than 20 per cent. of the total voting rights conferred by the equity share
capital or the relevant partnership interest.
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"parent undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act 2006.
All references to "GBP", "pounds", "pounds Sterling", "Sterling", "£",
"pence", "penny" and "p" are to the lawful currency of the United Kingdom.
All times referred to in this Announcement are London times unless otherwise
stated.
In this Announcement, references to the singular include the plural and vice
versa, unless the context otherwise requires and words importing the masculine
gender shall include the feminine or neutral gender.
A reference to "includes" shall mean "includes without limitation", and
references to "including" and any other similar term shall be construed
accordingly.
All references to legislation in this Announcement are to English legislation
unless the contrary is stated.
Any references to any provision of any legislation shall include any
amendment, modification, re-enactment or extension thereof.
- ENDS -
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