REG - Walker Crips Group - Publication & Posting of Scheme Document

Walker CripsAnnouncement

15/12/2025 11:00

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RNS Number : 5966L  Walker Crips Group plc  15 December 2025

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

THIS 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

15 December 2025

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

PUBLICATION & POSTING OF THE SCHEME DOCUMENT

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"). The Acquisition is intended to be implemented by
means of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006.

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

Publication and posting of the Scheme Document

The Independent Walker Crips Directors announce that a circular in relation to
the Acquisition (the "Scheme Document"), together with the forms of proxy for
the Court Meeting and the General Meeting ("Forms of Proxy"), are today being
published and posted (or made available online) to Walker Crips Shareholders.
The Scheme Document sets out, amongst other things, the full terms and
conditions of the Scheme, an explanatory statement pursuant to section 897 of
the Companies Act, an expected timetable of principal events, notices of the
Court Meeting and General Meeting and details of the actions to be taken by
Walker Crips Shareholders.

Hard copies of the Scheme Document and/or a website notification of
availability (providing details of the website where the Scheme Document may
be accessed), each along with hard copies of the Forms of Proxy, are being
sent to Walker Crips Shareholders (depending on communication preferences
selected) today.

The Scheme Document will be made available (subject to any applicable
restrictions relating to persons in, or resident, in Restricted Jurisdictions)
on Walker Crips' website at www.wcgplc.co.uk/recommendedoffer
(http://www.wcgplc.co.uk/recommendedoffer)  and on PhillipCapital's website
at https://www.phillip.com.sg/sg/offer/
(https://www.phillip.com.sg/sg/offer/)   up to and including the Effective
Date. Save as expressly referred to in the Scheme Document, neither the
contents of these websites nor the contents of any other website accessible
from hyperlinks on such websites is incorporated into, or forms part of, this
announcement.

Notice of the Court Meeting and General Meeting

As further detailed in the Scheme Document, to become Effective the Scheme
requires, among other things the approval of the requisite majority of
Independent Scheme Shareholders at the Court Meeting, the passing of the
Resolution(s) at the General Meeting and the subsequent sanction of the Court
at the Court Sanction Hearing.  The Scheme is also subject to the
satisfaction or (where applicable) waiver of the Conditions and further terms
set out in the Scheme Document.

Notices convening the Court Meeting and the General Meeting, each to be held
at the offices of DWF Law LLP at 20 Fenchurch Street, London, EC3M 3AG on 15
January 2025 , are set out in the Scheme Document. The Court Meeting will
commence at 10.30 a.m. and the General Meeting at 10.45 a.m. respectively
(or as soon thereafter as the Court Meeting is concluded or adjourned).

It is important that, for the Court Meeting in particular, as many votes as
possible are cast, so that the Court may be satisfied that there is a fair
representation of opinion of the Independent Scheme Shareholders. Independent
Scheme Shareholders are therefore strongly advised to sign and return their
Forms of Proxy, in particular the BLUE Form of Proxy, or to appoint a proxy
through CREST or appoint a proxy electronically for both the Court Meeting and
the General Meeting as soon as possible.

Independent Scheme Shareholders are also strongly encouraged to appoint the
Chair of the Court Meeting, and Walker Crips Shareholders are strongly
encouraged to appoint the Chair of the General Meeting, as their proxy rather
than any other named person. Doing so will not prevent them from attending,
voting and speaking at the Meetings or any adjournment thereof, if they so
wish and are so entitled. This will ensure that the vote will be counted if
they (or any other proxy you might otherwise appoint) are not able to attend
the Court Meeting.

Scheme Shareholders should read the Scheme Document in its entirety before
making a decision in respect of the Scheme.

Recommendation

The Independent Walker Crips Directors, who have been so advised by Singer
Capital Markets as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable and in the best interests
of the Walker Crips Shareholders as a whole. In providing their advice to the
Independent Walker Crips Directors, Singer Capital Markets has taken into
account the commercial assessments of the Walker Crips Directors. Singer
Capital Markets is providing independent financial advice to the Independent
Walker Crips Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Independent Walker Crips Directors unanimously recommend that
Walker Crips Shareholders vote in favour of the Scheme at the Court Meeting
and the Resolution(s) to be proposed at the General Meeting, as the
Independent Walker Crips Directors who are interested in Walker Crips Shares
have irrevocably undertaken to do, or procure to be done, in respect of their
entire beneficial holdings (and their close relatives' beneficial holdings)
of, in aggregate, 726,006 Walker Crips Shares representing approximately 1.70
per cent. of Walker Crips' total issued ordinary share capital, and
approximately 2.40 per cent. of the Walker Crips Shares eligible to vote at
the Court Meeting, as at close of business on 12 December 2025.

Updated interests of the Independent Walker Crips Directors in Walker Crips
Shares

Following the issue of the Announcement, it was subsequently identified by the
Independent Walker Crips Directors that the interests of Sean Kin Wai Lam (and
his close relatives) were incorrect and the following paragraphs are therefore
being announced in accordance with Rule 2.10(c) of the Takeover Code.

As set out in Appendix 3 of the Announcement, Sean Kin Wai Lam, being the sole
Independent Walker Crips Director with an interest in Walker Crips Shares,
gave an irrevocable undertaking to vote in favour of the resolutions relating
to the Scheme and the Acquisition at the Meetings in respect of 693,732 Walker
Crips Shares (representing approximately 1.63% of Walker Crips' total issued
ordinary share capital, and approximately 2.30% of the Walker Crips Shares
eligible to vote at the Court Meeting, as at the last Business Day prior to
the Announcement Date).

Walker Crips has been informed by Sean Kin Wai Lam that  he (and his close
relatives) hold an aggregate beneficial interest in 726,006 Walker Crips
Shares representing approximately 1.70 per cent. of Walker Crips' total issued
ordinary share capital, and approximately 2.40 per cent. of the Walker Crips
Shares eligible to vote at the Court Meeting.

Therefore, PhillipCapital has received irrevocable undertakings (including
those irrevocable undertakings from the PhillipCapital Concert Party) to vote
in favour of the Resolution(s) to be proposed at the General Meeting, in
respect of, in aggregate, 13,222,756 Walker Crips Shares representing
approximately 31.05 per cent. of Walker Crips' total issued ordinary share
capital as at the Last Practicable Date.

Delisting of Walker Crips Shares and re-registration

Prior to the Effective Date, it is intended that an application will be made
to the FCA to cancel the listing of the Walker Crips Shares on the Official
List and to the London Stock Exchange to cancel the trading of Walker Crips
Shares on the Main Market, in each case with effect from or shortly following
the Effective Date.

If the Scheme becomes Effective, it is intended that the last day of dealings
in, and registration of transfers of, Walker Crips Shares on the Main Market
is expected to be the Business Day immediately prior to the Effective Date,
and no transfers will be registered after 6.00 p.m. on that date.

It is also intended that, as soon as practicable after the Effective Date,
Walker Crips will be re-registered as a private limited company with the name
"Walker Crips Group Limited" and for this to take place as soon as practicable
following the Effective Date.

Expected Timetable of Principal Events

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
announcement. Subject to obtaining the approval of Walker Crips Shareholders
and the Court, and the satisfaction or, where applicable, the waiver of the
other Conditions (as set out in the Scheme Document), the Scheme is expected
to become effective by the end of the first quarter of 2026.

Helpline

If you have any questions about the Scheme Document, the Court Meeting or the
General Meeting, or are in doubt about the procedure for completing and
returning the Forms of Proxy or the electronic appointment of proxies, please
contact Walker Crips Registrars, Neville Registrars Limited on +44 (0)121 585
1131. 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. The helpline is open between 9.00 a.m. and 5.00 p.m.,
Monday to Friday excluding public holidays in England and Wales. Please note
that Walker Crips' Registrars cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and training
purposes.

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. DWF Law
LLP is acting as legal adviser to Walker Crips.

 

APPENDIX

Expected Timetable of Principle Events

 Event                                                                   Time and/or date
 Publication of the Scheme Document                                      15 December 2025
 Latest time for lodging Forms of Proxy for the:
 Court Meeting (BLUE form)                                               10.30 a.m. on 13 January 2026((1))
 General Meeting (WHITE form)                                            10.45 a.m. on 13 January 2026((2))
 Voting Record Time for the Court Meeting and the                        6.30 p.m. on 13 January 2026((3))
 General Meeting
 Court Meeting                                                           10.30 a.m. on 15 January 2026
 General Meeting                                                         10.45 a.m. on 15 January 2026((4))
 The following dates are indicative only and are subject to change((5))
                                                                         Expected time and/or date

 Event
 Court Sanction Hearing                                                  A date ("D)" to be determined
                                                                         following the satisfaction (or,
                                                                         where applicable, waiver) of
                                                                         Conditions 2(A)(i), 2(B)(i) and 3 to 11 inclusive of
                                                                         Part A of Part 3 (Conditions to
                                                                         and further terms of the
                                                                         Acquisition) of the Scheme Document
 Last day of dealings in, and for the registration of transfers of, and  D+1 Business Day
 disablement in CREST of, Walker Crips Shares
 Scheme Record Time                                                      6.00 p.m. on D+1 Business Day
 Disablement in CREST of Walker Crips Shares                             6.00 p.m. on D+1 Business Day
 Suspension of dealings in, Walker Crips Shares on the London            7.30 a.m. on D+2 Business Days
 Stock Exchange and Official List of the FCA
 Effective Date                                                          D+2 Business Day
 Cancellation of admission to trading Walker Crips Shares on the         By 8.00 a.m. on
 London Stock Exchange and Official List of the FCA                      D+3 Business Days
 Latest date for despatch of cheques, crediting of CREST accounts        Within 14 days after
 and processing electronic transfers due under the Scheme                the Effective Date
 Long-Stop Date                                                          30 June 2026((6))

 

Notes:

(1)    It is requested that BLUE Forms of Proxy for the Court Meeting be
lodged by 10.30 a.m. on 13 January 2026 or, if the Court Meeting is adjourned,
by no later than 48 hours prior to the time fixed for the adjourned Court
Meeting (excluding any part of such 48 hour period falling on a non-working
day in the UK). BLUE Forms of Proxy not so lodged can be handed to the Chair
of the Court Meeting (or Walker Crips' Registrar on the Chair's behalf) at the
start of the Court Meeting or any adjournment thereof.

(2)    In order to be valid, WHITE Forms of Proxy for the General Meeting
must be received by Walker Crips' Registrars by 10.45 a.m. on 13 January 2026
or, if the General Meeting is adjourned, 48 hours prior to the time appointed
for the adjourned General Meeting (excluding any part of such 48 hour period
falling on a non-working day in the UK). If the WHITE Form of Proxy is not
lodged by the relevant time, it will be invalid.

(3)    If either the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the
day which is 48 hours prior to the date of the adjourned Meeting.

(4)    Or as soon thereafter as the Court Meeting concludes or is
adjourned.

(5)    The dates and times given are indicative only and will depend, among
other things, on the date(s) upon which: (i) the Conditions are satisfied or
(if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii)
a copy of the Scheme Court Order is delivered to the Registrar of Companies.

(6)    This is the latest date by which the Scheme may become Effective.
However, the Long-Stop Date may be extended to such later date: (i) as may be
agreed in writing by PhillipCapital and Walker Crips (with the Panel's consent
if required and (if required) as the Court may allow); or (ii) at the
direction of the Panel under the Note on Section 3 of Appendix 7 to the Code.

References to times are to London, United Kingdom, time unless otherwise
stated. To the extent not yet known, Walker Crips will give adequate notice of
all these dates and times, when known, by issuing an announcement through a
Regulatory Information Service. If any of the times and/or dates above change,
the revised times and/or dates will be notified to Walker Crips Shareholders
by announcement through a Regulatory Information Service, with such
announcement being made available on Walker Crip's website at
www.wcgplc.co.uk/recommendedoffer (http://www.wcgplc.co.uk/recommendedoffer)
and on Phillip Brokerage's website at https://www.phillip.com.sg/sg/offer/
(https://www.phillip.com.sg/sg/offer/) .

 

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
Acquisition 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 Acquisition will be made and implemented
solely pursuant to the terms of the Scheme Document (or, in the event that the
Acquisition is to be implemented by way of an Offer, the Offer Document) which
will contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any vote or other
decision in respect of, or other response to, the Acquisition, should be made
only on the basis of information contained in the Scheme Document (or, in the
event that the Acquisition is to be implemented by way of an Offer, the Offer
Document).

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

The statements contained in this announcement are made as at the Last
Practicable Date, unless some other time is specified in relation to them, and
the 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 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 Financial Conduct Authority ("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. In
particular, the ability of persons who are not resident in the UK to vote
their Voting Scheme Shares with respect to the Scheme at the Court Meeting, or
to execute and deliver Forms of Proxy appointing another person 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 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. If the Acquisition is
implemented by way of an Offer (unless otherwise permitted by applicable law
and regulation), the Offer may not be made, directly or indirectly, in or
into, 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.

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 this announcement and the
Scheme Document (or, if the Acquisition is implemented by way of an Offer, the
Offer 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.

If, in the future, PhillipCapital exercises its right, with the consent of the
Panel (where necessary) and subject to the terms of the Cooperation Agreement,
to implement the Acquisition by way of an Offer, which is to be made into the
United States, such Offer will be made in compliance with the applicable U.S.
laws and regulations.

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 Acquisitions 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
contemplated herein 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 this Acquisition.

Forward-Looking Statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by PhillipCapital and Walker Crips, contains 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 PhillipCapital and Walker Crips (as applicable) 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 Acquisition on
PhillipCapital and Walker Crips (including their future prospects,
developments and strategies), the expected timing and scope of the Acquisition
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 PhillipCapital, Walker Crips, any member of the
PhillipCapital Group's or any member of the Walker Crips Group's operations
and potential synergies resulting from the Acquisition; (iii) the effects of
global economic conditions and governmental regulation on the business of any
member of the PhillipCapital Group or any member of the Walker Crips Group;
and (iv) the expected timing and scope of the Acquisition. Such
forward-looking statements should therefore be construed in the light of such
factors.

Although PhillipCapital and Walker Crips believe that the expectations
reflected in such forward-looking statements are reasonable, PhillipCapital
and Walker Crips 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. Neither PhillipCapital nor Walker
Crips 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.

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 Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other 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 disposals; changes in general economic and business
conditions; changes in the behaviour of other market participants; and changes
in the anticipated benefits from the proposed Acquisition not being realised
as a result of: changes in general economic and market conditions in the
countries in which PhillipCapital and Walker Crips 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 PhillipCapital and Walker Crips 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
PhillipCapital nor Walker Crips, 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, statements of estimated cost savings and synergies related to
future actions and circumstances, 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.

Other than in accordance with their legal or regulatory obligations, neither
PhillipCapital nor Walker Crips is under any obligation, and PhillipCapital
and Walker Crips 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.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
(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 Takeover Code applies must be made by no later than 3.30 p.m. (London
time) on the tenth (10(th)) Business Day following the commencement of the
Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on
the tenth (10(th)) 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 (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, save
to the extent that these details have previously been disclosed under Rule 8
of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of
the Takeover Code 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 of the Takeover
Code.

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 of the Takeover Code).

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 a website

In accordance with Rule 26.1 and Rule 26.2 of the Takeover Code, a copy of
this announcement and the documents required to be published under Rule 26 of
the Takeover Code, 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/offerforwalkercrips/
(https://www.phillip.com.sg/offerforwalkercrips/) 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.

No profit forecasts, profit estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for Walker Crips for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per
share for Walker Crips.

Electronic communications

Please be aware that addresses, electronic addresses and certain information
provided by Walker Crips Shareholders, persons with information rights and
other relevant persons for the receipt of communications from Walker Crips may
be provided to PhillipCapital during the Offer Period as requested under
Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of
the Takeover Code.

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
Acquisition should be sent in hard copy form.

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.

Rule 2.9 disclosure

For the purposes of Rule 2.9 of the Takeover Code, Walker Crips confirms that,
as at the date of this announcement, it had in issue 43,327,328 ordinary
shares of 6 2/3 pence each. The International Securities Identification Number
(ISIN) for the Walker Crips Shares is GB00B1YMRV88. There are 750,000 Walker
Crips Shares held in treasury. The total voting rights in the issued Walker
Crips Shares, as at the date of this announcement, is 42,577,328.

Market Abuse Regulation and responsibility

This announcement is deemed by Walker Crips and PhillipCapital to contain
inside information for the purposes of article 7 of the Market Abuse
Regulation (EU) 596/2014 as amended by regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310. With the publication of this
announcement, this information is now considered to be in the public domain.
The person responsible for arranging the release of this announcement on
behalf of Walker Crips is Sean Lam, Joint Chief Executive Officer.

 

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