REG - Irwell Financial Svc Frenkel Topping Grp - Further Update re: the LOI from Downing LLP

Frenkel ToppingAnnouncement

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RNS Number : 3567F  Irwell Financial Services Bidco Ltd  29 October 2025

DISCLOSURE UNDER RULE 2.10(C)(II) OF THE CITY CODE ON TAKEOVERS AND MERGERS
(THE "CODE").

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

29 October 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 effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006

Further Update re: the Letter of Intent from Downing LLP

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 had
reached agreement on the terms and conditions of a recommended offer pursuant
to which Irwell Bidco will acquire the entire issued and to be issued ordinary
share capital of Frenkel Topping (the "Offer"), to be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme") (the "Rule 2.7 Announcement").

As set out, inter alia, in section 4 of Appendix IV to the Rule 2.7
Announcement, Irwell Bidco received a letter of intent from Downing LLP
("Downing") in its capacity as manager of certain funds which held, 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 (or procure the 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).

Under such letter of intent, Downing is permitted to sell, acquire or
otherwise deal in Frenkel Topping Shares at any time.

As announced on 3, 7, 14 and 22 October 2025, Downing sold an aggregate of
278,964 Frenkel Topping Shares that were subject to the letter of intent.
Subsequently, on 29 October 2025, Downing announced that on 28 October 2025
it had sold a further 39,572 Frenkel Topping Shares that were subject to its
letter of intent. Accordingly, the total number of Frenkel Topping Shares
which are subject to Downing's letter of intent has been reduced to 10,957,624
Frenkel Topping Shares (representing 8.56 per cent. of Frenkel Topping's
existing issued ordinary share capital and 12.22 per cent. of the Voting
Scheme Shares).

Consequently, the total number of Frenkel Topping Shares which are subject to
both irrevocable undertakings and the letter of intent has been reduced to
32,578,698 Frenkel Topping Shares, representing approximately 25.45 per cent.
of Frenkel Topping's existing issued ordinary share capital and approximately
36.34 per cent. of the Voting Scheme Shares.

Unless otherwise defined in this announcement, capitalised words and phrases
used in this announcement shall have the same meanings given to them in the
Rule 2.7 Announcement.

Enquiries:

Irwell Financial Services Bidco Limited

James Agnew, Director
 
Tel: +44 (0)207 640 3200

Harry Mills, Director

 

Strand Hanson Limited

(Financial Adviser to the Irwell Holdco Group and Harwood)

James Dance / Matthew Chandler / Rob Patrick
                                     Tel:
+44 (0)207 409 3494

 

Frenkel Topping Group plc

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

 

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

(Financial and Rule 3 Adviser, Nominated Adviser and Broker to Frenkel
Topping)

Henrik Persson / Marc Milmo / Finn Gordon / Isaac Hooper
 

 

Important Notices

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.

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.

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 is being
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.

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 is 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 the Offer 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 is 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.

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.

U.S. Frenkel Topping Shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the U.S. and, that such
consequences, if any, are not described herein. U.S. Frenkel Topping
Shareholders are urged to consult with legal, tax and financial advisers in
connection with making a decision regarding this transaction.

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.

Dealing and opening position disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
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) 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 Takeover Code, any person who is, or becomes,
interested in one 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, 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 Takeover
Panel's website at www.thetakeoverpanel.org.uk
(http://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.

Rounding

Certain figures in this announcement have been subjected to rounding
adjustments.

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