REG - Walker Crips Group - Court Sanction of Scheme of Arrangement

Walker CripsAnnouncement

27/02/2026 10:45

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RNS Number : 7431U  Walker Crips Group plc  27 February 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS DEEMED TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION NO 596/2014 (INCORPORATED INTO UK LAW BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED BY VIRTUE OF THE MARKET
ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

27 February 2026

RECOMMENDED CASH ACQUISITION

of

Walker Crips Group PLC

("Walker Crips")

by

PhillipCapital UK LTD

("PhillipCapital")

(an indirect wholly-owned subsidiary of Phillip Brokerage Pte Ltd)

to be implemented by means of a court-sanctioned scheme of arrangement

under Part 26 of the Companies Act 2006

COURT SANCTION OF SCHEME OF ARRANGEMENT

EXTENSION OF WORKING CAPITAL FACILITY

Introduction

On 24 November 2025, the Independent Walker Crips Directors and the board of
PhillipCapital announced that they had reached agreement on the terms and
conditions of a recommended cash offer pursuant to which PhillipCapital will
acquire the entire issued and to be issued ordinary share capital of Walker
Crips. The Acquisition will be implemented by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"),
full details of which were sent, or made available, to Walker Crips
shareholders in the circular dated 15 December 2025 ("Scheme Document").

On 15 January 2026, the Scheme was approved by the requisite majority of
Scheme Shareholders at the Court Meeting and the Resolution(s) relating to the
implementation of the Scheme was approved by the requisite majority of Walker
Crips Shareholders at the General Meeting.

On 3 February 2026, the Company announced that the FCA had given written
notice in accordance with section 189(4) or 189(7) of FSMA of its approval of
the acquisition of control (within the meaning of section 181 of FSMA) of each
Walker Crips Regulated Entity to PhillipCapital. Accordingly, Condition 3(A)
set out in Part A of Part 3 of the Scheme Document, and all Conditions
relating to the receipt of FCA regulatory approval have been satisfied.

Court Sanction of the Scheme

The Company announces that, at the Sanction Hearing held earlier today, the
High Court of Justice in England and Wales sanctioned the Scheme under section
899 of the Companies Act.

The Scheme remains conditional on, and will become Effective upon, a copy of
the Court Order being delivered to the Registrar of Companies, which is
expected to occur on 3 March 2026. A further announcement will be made at that
time.

The Company hereby confirms that the Scheme Record Time will be 6.00 p.m. on 2
March 2026. Scheme Shareholders whose names appear on Walker Crips' register
of members at the Scheme Record Time will, upon the Scheme becoming Effective
in accordance with its terms, be entitled to receive the consideration as
provided for pursuant to the Scheme.

Commenting on the news, Sean Lam and Christian Dougal, Joint Group CEOs of
Walker Crips said:

"Today represents the start of a new chapter for Walker Crips.
PhillipCapital has been a shareholder in the business for over three decades
and this transaction represents their ongoing commitment to the group and our
clients. With the backing of a global financial services group, we now have
the stability and resources to continue to develop innovative and truly
bespoke services for our clients."

Next Steps and Expected Timetable

The suspension of trading in Walker Crips Shares on the Main Market and the
suspension of the listing of Walker Crips Shares on the Official List is
expected to take effect from 7.30 a.m. on 3 March 2026.

The last day for dealings in, and for the registration of transfers of, and
disablement in CREST of Walker Crips Shares will be 2 March 2026. No transfers
of Walker Crips Shares will be registered after 6.00 p.m. on 2 March 2026.

It is expected that the cancellation of trading in Walker Crips Shares on the
Main Market and the cancellation of the listing of Walker Crips Shares on the
Official List will, in each case, take effect by no later than 8.00 a.m. on 4
March 2026, subject to the Scheme becoming Effective. On the Effective Date,
share certificates in respect of Scheme Shares will cease to be valid
documents.

Further Extension to the Working Capital Facility

On 24 November 2025, Walker Crips announced an extension to its £5 million
Working Capital Loan Drawdown Facility (the "Working Capital Facility") so as
to extend the deadline by which the Company either needed to repay all amounts
owing under the Working Capital Facility (including accrued but unpaid
interest) or initiate a rights issue to 28 February 2026 ("the "Repayment
Date") (together the "Extension"). The Extension was conditional upon (i) the
Meetings being held prior to 31 January 2026 and (ii) requisite majorities of
Walker Crips Shareholders voting in favour of the Scheme at the Court Meeting
and voting in favour of the Resolution(s) at the General Meeting. As detailed
above, both of these conditions to the Extension have been satisfied.

Walker Crips and PhillipCapital have now agreed to further extend the
Repayment Date to 31 December 2026 (the "Further Extension"). All other terms
of the Working Capital Facility are unchanged.

As set out in the announcement issued by the Company on 15 January 2026,
PhillipCapital and its connected parties hold 12,659,803 shares in the
Company, equivalent to 29.73% per cent. of the Company's issued share capital.
As a result of its shareholding in the Company, PhillipCapital is defined as a
related party under the UK Listing Rules ("UKLRs") and the Further Extension
constitutes a related party transaction under paragraph 8.2.1R of the UKLRs.

The Board (comprised for these purposes of all directors with the exception of
Hua Min Lim and Linus Lim) confirms its view that the Further Extension is
fair and reasonable as far as the shareholders of Walker Crips are concerned
and that the Board has been so advised by Singer Capital Markets in its role
as the Company's sponsor in connection with the Further Extension.

Capitalised terms in this announcement shall, unless otherwise defined, have
the meanings set out in Part 8 (Definitions) of the Scheme Document.

Enquiries:

 PhillipCapital UK Ltd
 Meng Heng Tan                                                            Tel: +44 (0)20 7220 0500

                                                                          (via Cavendish)
 Cavendish Capital Markets Limited (Financial Adviser to PhillipCapital)
 Henrik Persson                                                           Tel: +44 (0)20 7220 0500

 Marc Milmo

 Fergus Sullivan

 Elysia Bough

 Walker Crips
 Sean Lam                                                                 Tel: +44 (0)20 3100 8000

 Christian Dougal

 Mark Nelligan
 Singer Capital Markets Advisory LLP (Financial Adviser, Rule 3 Adviser and
 Broker to Walker Crips)
 Charles Leigh-Pemberton                                                  Tel: +44 (0)20 7496 3000

 Asha Chotai

 

Addleshaw Goddard LLP is acting as legal adviser to PhillipCapital in respect
of the Scheme. DWF Law LLP is acting as legal adviser to Walker Crips in
respect of the Scheme.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute or form any part of any offer, invitation or the
solicitation of an offer to purchase or otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval of an offer to buy securities in any jurisdiction, pursuant to the
Scheme or otherwise, nor shall there be any sale, issuance or transfer of
securities in Walker Crips or PhillipCapital in any jurisdiction in
contravention of applicable law. The Scheme will be made and implemented
solely pursuant to the terms of the Scheme Document.

This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

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 from an 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 an appropriately authorised independent financial
adviser.

Disclaimers

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively as financial
adviser to PhillipCapital and no one else in connection with the Acquisition
and will not be responsible to anyone other than PhillipCapital for providing
the protections afforded to clients of Cavendish nor for providing advice in
connection with the Acquisition or any matter or arrangement referred to
herein. Neither Cavendish nor any of its affiliates 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 the Acquisition, any statement
contained herein or otherwise.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated in the United Kingdom by the FCA, is acting as
financial adviser and corporate broker exclusively for Walker Crips and for no
one else in connection with the Acquisition and will not be responsible to
anyone other than Walker Crips for providing the protections afforded to
clients of Singer Capital Markets nor for providing advice in connection
with the matters referred to herein. Neither Singer Capital Markets nor any
of its affiliates 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 Singer Capital
Markets in connection with this announcement, any statement contained herein,
the Acquisition or otherwise.

Overseas Shareholders

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 laws of any jurisdiction other than the UK
should inform themselves about, 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 Acquisition 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
Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and
Transparency Rules and the UK Listing Rules and information disclosed may not
be the same as that which would have been prepared in accordance with the laws
of jurisdictions outside of the UK.

The availability of the Acquisition to Walker Crips 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.. Any
failure to comply with the applicable restrictions may constitute a violation
of the securities law of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.

Unless otherwise determined by PhillipCapital and/or Walker Crips or required
by the Takeover Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, in whole or in part, directly or
indirectly in, into, or from a Restricted Jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction and no person may vote in favour of the Acquisition by the use of
any means or instrumentality, from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this announcement and any formal
documentation relating to the Scheme and the Acquisition are not being, and
must 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, custodians, nominees
and trustees) must 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 Acquisition.

Persons who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements. Walker Crips
Shareholders who are in any doubt about such matters should consult an
appropriate independent professional adviser in the relevant jurisdiction
without delay.

Further details in relation to Overseas Shareholders are included in the
Scheme Document.

Additional information for US investors

The Acquisition relates to the shares of an English company with a listing on
the London Stock Exchange and is being made by means of a scheme of
arrangement provided for under English company law. An acquisition effected by
means of a scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the U.S. Securities Exchange Act of 1934
(the "U.S. Exchange Act"). Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of the U.S. tender
offer and proxy solicitation rules. Neither the United States Securities and
Exchange Commission, nor any securities commission of any state of the United
States, has approved or disapproved any offer, or passed comment upon the
adequacy or completeness of any of the information included in this
announcement. The financial information included in the Scheme Document has
been prepared in accordance with generally accepted accounting principles of
the United Kingdom and thus may not be comparable to financial information of
U.S. companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the United States.

It may be difficult for U.S. holders of Walker Crips Shares to enforce their
rights and any claim arising out of the U.S. federal laws in connection with
the Acquisition, since PhillipCapital and Walker Crips are located in a
non-U.S. jurisdiction, and some or all of their officers and directors may be
residents of a non-U.S. jurisdiction. U.S. holders of Walker Crips Shares may
not be able to sue a non-U.S. company or its officers or directors in a
non-U.S. court for violations of the U.S. securities laws. Further, it may be
difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's jurisdiction or judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
U.S. Exchange Act, PhillipCapital, its nominees, or their brokers (acting as
agents), may from time to time make certain purchases of, or arrangements to
purchase, Walker Crips Shares outside of the U.S., other than pursuant to the
Acquisition, until the date on which the Acquisition becomes Effective, lapses
or is otherwise withdrawn. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated prices and
comply with applicable law, including the U.S. Exchange Act. Any information
about such purchases will be disclosed as required in the UK, will be reported
to the Regulatory News Service of the London Stock Exchange and will be
available on the London Stock Exchange website at www.londonstockexchange.com.

U.S. Walker Crips Shareholders should be aware that the Acquisition  may have
tax consequences in the U.S. and, that such consequences, if any, are not
described herein. U.S. Walker Crips Shareholders are urged to consult with
legal, tax and financial advisers in connection with making a decision
regarding the Acquisition.

Publication on a website

In accordance with Rule 26.1 and Rule 26.2 of the Takeover Code, a copy of
this announcement and and the documents required to be published under Rule 26
of the Takeover Code (including, without limitation, the Further Extension),
will be made available free of charge (subject to certain restrictions
relating to persons resident in Restricted Jurisdictions) on Phillip
Brokerage's website at https://www.phillip.com.sg/offer/
(https://www.phillip.com.sg/offer/) and Walker Crips' website at
https://www.wcgplc.co.uk/recommended-offer/, by no later than 12 noon (London
time) on the Business Day following this announcement. The content of any
website referred to in this announcement is not incorporated into and does not
form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Walker Crips Shareholders
and persons with information rights may request a hard copy of this
announcement (and any information incorporated by reference in this
announcement) by contacting Walker Crips' registrars, Neville Registrars by:
(i) submitting a request in writing to Neville Registrars, Neville House,
Steelpark Road, Halesowen, B62 8HD; or (ii) calling +44 (0) 121 585 1131.
Calls are charged at the standard geographical rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. Phone lines are open between 9.00 a.m. and 5.00 p.m.
(London time), Monday to Friday (excluding public holidays in England and
Wales). Please note that Neville Registrars cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for security and
training purposes.

For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the Scheme
should be sent in hard copy form.

 

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