REG - Frenkel Topping Grp Irwell Financial Svc - Results of the Court Meeting and General Meeting

Frenkel ToppingAnnouncement

12/11/2025 15:15

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RNS Number : 2959H  Frenkel Topping Group PLC  12 November 2025

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.

FOR IMMEDIATE RELEASE

 

12 November 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

Results of the Court Meeting and the General Meeting

On 30 September 2025, 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") announced 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"). The Offer is being implemented
by way of a court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme")

The circular in relation to the Scheme, including notices convening the Court
Meeting and the General Meeting in connection with the Offer, was published on
20 October 2025 (the "Scheme Document"). Unless otherwise defined, terms used
in this announcement shall have the meanings given to them in the Scheme
Document.

Results of Court Meeting and General Meeting

The Independent Directors of Frenkel Topping are pleased to announce that, at
the Court Meeting and General Meeting held today in connection with the
Offer:

·      the requisite majority of Voting Scheme Shareholders voted
(either in person or by proxy) in favour of the Scheme at the Court Meeting;
and

·      the requisite majority of Frenkel Topping Shareholders voted
(either in person or by proxy) in favour of the Resolution at the General
Meeting.

Details of the resolutions passed at the Meetings are set out in the Notice of
Court Meeting and Notice of General Meeting contained in Parts 15 and 16 of
the Scheme Document which is available on Frenkel Topping's website,
www.frenkeltoppinggroup.co.uk.

Voting results for Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each
Voting Scheme Shareholder present and voting (either in person or by proxy)
was entitled to one vote per Voting Scheme Share held at the Voting Record
Time.

 

          Number of Voting Scheme Shareholders who voted(2)  Percentage(1) of Voting Scheme Shareholders who voted(2)  Number of Voting Scheme Shares voted  Percentage(1) of Voting Scheme Shares voted  Number of Voting Scheme Shares voted as a percentage of the issued share
                                                                                                                                                                                                          capital of Frenkel Topping entitled to vote on the Scheme
 FOR      34                                                 87.18%                                                    61,839,085                            94.40%                                       68.97%
 AGAINST  5                                                  12.82%                                                    3,671,486                             5.60%                                        4.09%
 TOTAL    36                                                 100%                                                      65,510,571                            100%                                         73.06%

 

(1)All percentages rounded to two decimal places

(2) Where a Voting Scheme Shareholder has cast some of their votes "for" and
some of their votes "against" the resolution, such Voting Scheme Shareholder
has been counted as having voted both "for" and "against" the resolution for
the purposes of determining the number and percentage of Voting Scheme
Shareholders who voted as set out in this row.

Voting results for General Meeting

The table below sets out the results of the poll at the General Meeting. Each
Frenkel Topping Shareholder present and voting (either in person or by proxy)
was entitled to one vote per Frenkel Topping Share held at the Voting Record
Time.

 

 Resolution                                                                     VOTES FOR    %(1)   VOTES AGAINST  %(1)  VOTES TOTAL  % OF ISSUED SHARE CAPITAL VOTED  VOTES WITHHELD(2)
 To authorise the directors to take all such action as they consider necessary  100,190,480  96.45  3,691,538      3.55  103,882,018  81.15                            0
 or appropriate to give effect to the Scheme as set out in the Notice of
 General Meeting, among other things, amending the articles of association of
 Frenkel Topping, and, conditional on the Scheme becoming effective,
 re-registration of Frenkel Topping as a private limited company.

( )

(1) All percentages rounded to two decimal places.

(2) A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' or 'Against' the resolution.

The total number of Frenkel Topping Shares in issue at the Voting Record Time
was 128,013,064. As at the Voting Record Time, no Frenkel Topping Shares were
held in treasury. Therefore, the total voting rights in Frenkel Topping as at
the Voting Record Time were 128,013,064 votes.

Update on Conditions

The outcome of the Court Meeting and General Meeting means that Conditions
2.1.1 and 2.1.3 (as set out in Part A of Part 3 of the Scheme Document) have
been satisfied.

Expected Timetable of Principal Events

The Offer remains subject to the satisfaction (or, where applicable, waiver)
of the remaining Conditions set out in Part 3 of the Scheme Document,
including receipt of regulatory approval by the FCA, the Court's sanction of
the Scheme at the Court Sanction Hearing and the delivery of a copy of the
Court Order to the Registrar of Companies.

The expected timetable of principal events remains as announced by Frenkel
Topping on 20 October 2025 and as further described below. Once the FCA
Condition has been satisfied and if any of the dates and/or times in this
expected timetable change, the satisfaction of the condition or revised dates
and/or times will be notified to Frenkel Topping Shareholders by an
announcement through a Regulatory Information Service, with such announcement
also being made available on Frenkel Topping's website at
www.frenkeltoppinggroup.co.uk.

 

 Event                                                                                                                    Expected time/date
 Court Hearing to sanction the scheme                                            A date (D) to be determined following satisfaction or (if applicable) waiver
                                                                                 of the Conditions set out in Part A of Part 3 of the Scheme Document
 Last day of dealings in, and for registration of transfers of, and disablement  At close of business on D+1 Business Day
 in CREST of, Frenkel Topping Shares
 Scheme Record Time                                                              6:00 p.m. on D+1 Business Day
 Suspension of dealings in Frenkel Topping Shares                                                                         7:30 a.m. on D+2 Business Days
 Effective Date                                                                                                           D+2 Business Days
 Cancellation of admission to trading of Frenkel Topping Shares on AIM                                                    By 7:00 a.m. on D+3 Business Days
 Latest date for despatch of cheques and for settlement through CREST or other                                            within 14 days of the Effective Date
 form of payment in respect of consideration due under the Scheme
 Long Stop Date                                                                                                           11:59 p.m. on 29 March 2026((6))

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

 

Important Notices

Strand Hanson Limited ("Strand Hanson"), 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 Offer 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 or
for providing advice in relation to the Offer, 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 in connection with this announcement, any statement
contained herein or otherwise. No representation or warranty, express or
implied, is made by Strand Hanson as to the contents of this announcement.

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser, nominated adviser and broker to Frenkel
Topping and no-one else in connection with the Offer 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 or for providing advice in relation to the Offer, the contents of
this announcement or any other matter referred to herein. Neither Cavendish
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 in connection with this announcement, any statement contained herein
or otherwise. No representation or warranty, express or implied, is made by
Cavendish 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
contains 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.

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.

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 are 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 further described
in the Scheme Document.

Frenkel Topping Shareholders located or resident in the United States or who
are otherwise US Persons are not 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 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.

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.

Forward-looking statements

This announcement (including information incorporated by reference into this
announcement), statements made regarding the Offer, and other information to
be published by Harwood, Irwell Bidco and/or Frenkel Topping, contain
statements which are, or may be deemed to be, "forward-looking statements".
All statements, other than statements of historical fact, are or may be deemed
to be, forward-looking statements. Forward-looking statements are prospective
in nature and not based on historical facts, but rather on current
expectations and projections of the Irwell Bidco Board and/or Frenkel Topping
about future events and are therefore subject to risks and uncertainties which
could cause actual results, performance or events to differ materially from
those expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include
statements with respect to the expected effects of the Acquisition, including
in relation to the financial condition, results of operations and business of
Frenkel Topping, the Wider Frenkel Topping Group and certain plans and
objectives of Irwell Bidco and the Wider Irwell Holdco Group with respect
thereto and other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts and may use words such as
"anticipate", "target", "expect", "estimate", "forecast", "intend", "plan",
"budget", "scheduled" "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could", or other words of similar meaning. These
statements are based on assumptions and assessments made by Frenkel Topping
and/or Irwell Bidco in light of their experience and their perception of
historical trends, current conditions, future developments and other factors
they believe appropriate. By their nature, forward-looking statements involve
known and unknown risks and uncertainty and other factors which may cause
actual results, performance or developments to differ materially from those
expressed in or implied by such, because they relate to events and depend on
circumstances that may occur in the future. Although Harwood, Irwell Bidco
and/or Frenkel Topping believe that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore cautioned
not to place undue reliance on these forward-looking statements which speak
only as at the date of this announcement. Neither Irwell Bidco nor Frenkel
Topping assumes any obligation to update or correct the information contained
in this announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law.

There are a number of factors which could affect the future operations of
Frenkel Topping, the Wider Frenkel Topping Group, Irwell Bidco and/or the
Wider Irwell Holdco Group and that could cause actual results and developments
to differ materially from those expressed or implied in forward-looking
statements. The factors that could cause actual results to differ materially
from those described in the forward-looking statements 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 the Conditions on
the proposed terms; 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 dispositions; changes in general and economic business
conditions; changes in the behaviour of other market participants; the
anticipated benefits of the Offer 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 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.

Each forward-looking statement speaks only as of the date of this
announcement. Neither Irwell Bidco nor Frenkel Topping nor any of their
respective associates or directors, officers or advisers, provides any
representation, warranty, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
announcement will actually occur. Given the risks and uncertainties, you are
cautioned not to place any reliance on these forward-looking statements.

Other than in accordance with their legal or regulatory obligations, neither
Harwood, Irwell Bidco nor Frenkel Topping is under any obligation, and
Harwood, 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.

Electronic communications and requesting hard copy documents

Please be aware that addresses, electronic addresses and other certain
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 to the Takeover Code.

In accordance with Rule 30.3 of the Takeover 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 by
contacting Neville Registrars Limited, between 9:00 a.m. and 5:00 p.m. Monday
to Friday (except public holidays in England and Wales) on +44 (0)121 585 1131
(if calling from outside of the UK, please ensure the country code is used) or
by submitting a request in writing to Neville Registrars Limited at Neville
House, Steelpark Road, Halesowen, B62 8HD. In accordance with Rule 30.3 of the
Takeover Code, you may also request that all future documents, announcements
and information to be sent to you in relation to the Offer should be in hard
copy form.

Rounding

Certain figures 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.

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.

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.

 

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