REG - Walker Crips Group - Recommended Cash Offer for Walker Crips Group PLC
24/11/2025 07:00
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RNS Number : 6527I Walker Crips Group plc 24 November 2025
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ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
24 November 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
Summary and highlights
· The Independent Walker Crips Directors and the board of
PhillipCapital are pleased to announce that they have 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 currently
intended to be implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006.
· As at close of business on the Last Practicable Date, persons
acting in concert with PhillipCapital (the "PhillipCapital Concert Party")
own, in aggregate, 12,359,803 Walker Crips Shares representing 29.03 per cent.
of its total voting rights. Members of the PhillipCapital Concert Party will
not be eligible to vote on the Scheme at the Court Meeting but is eligible to
vote at the General Meeting.
· Under the terms of the Acquisition, each Walker Crips Shareholder
will be entitled to receive:
for each Walker Crips Share: 14.0 pence in cash (the "Acquisition Price")
· The Acquisition Price values the entire issued and to be issued
share capital of Walker Crips at approximately £5.96 million on a fully
diluted basis.
· The Acquisition Price represents a premium of approximately:
o 86.67 per cent. to the Closing Price of 7.50 pence per Walker Crips Share
on 21 November 2025 (being the Last Practicable Date);
o 91.02 per cent. to the volume weighted average price of 7.33 pence per
Walker Crips Share over the 1 month ended 21 November 2025 (being the Last
Practicable Date);
o 85.19 per cent. to the volume weighted average Closing Price of 7.56 pence
per Walker Crips Share over the 3 months ended 21 November 2025 (being the
Last Practicable Date); and
o 40.57 per cent. to the volume weighted average Closing Price of 9.96 pence
per Walker Crips Share over the 6 months ended 21 November 2025 (being the
Last Practicable Date).
· The Independent Walker Crips Directors unanimously intend to
recommend the Acquisition.
· Walker Crips does not intend to pay a dividend or make any other
distribution or return of value between the date of this announcement and the
Effective Date. The Acquisition Price assumes that Walker Crips Shareholders
will not receive any dividend, distribution or other return of value. If, on
or after the date of this announcement and on or prior to the Effective Date,
any dividend, distribution, or other return of value is declared, made, or
paid or becomes payable by Walker Crips, PhillipCapital will reduce the
Acquisition Price by the amount of such dividend, distribution or other return
of value, in which case any references to the Acquisition Price will be deemed
to be a reference to the Acquisition Price as so reduced. In such
circumstances, Walker Crips Shareholders will be entitled to retain any such
dividend, distribution, or other return of value declared, made or paid.
Recommendation of the Independent Walker Crips Directors
· The Independent Walker Crips Directors, who have been so advised
by Singer Capital Markets as to the financial terms of the Acquisition,
unanimously consider the terms of the Acquisition to be fair and reasonable.
In providing their advice to the Independent Walker Crips Directors, Singer
Capital Markets has taken into account the commercial assessments of the
Independent 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 intend to
recommend unanimously 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, 693,732 Walker Crips Shares
representing approximately 1.63 per cent. of Walker Crips' total issued
ordinary share capital, and approximately 2.30 per cent. of Walker Crips
Shares eligible to vote at the Court Meeting, as at the close of business on
the Last Practicable Date.
· Linus Lim and Hua Min Lim, being representatives of Phillip
Brokerage on the Walker Crips Board, have not participated in the appraisal of
the Acquisition, nor the decision of the Independent Walker Crips Directors to
recommend the Acquisition to Walker Crips Shareholders.
Irrevocable undertakings
· In addition to the irrevocable undertakings from the Independent
Walker Crips Directors described above, PhillipCapital has received
irrevocable undertakings to vote in favour (or procure the voting in favour,
as applicable) of the Scheme at the Court Meeting and Resolution(s) to be
proposed at the General Meeting (or, in the event that the Acquisition is
implemented by way of an Offer, to accept or procure the acceptance of such
Offer) from a Discretionary Fund Manager whose clients have an interest in a
total of 136,950 Walker Crips Shares, representing, in aggregate,
approximately 0.32 per cent. of Walker Crips' total issued ordinary share
capital and approximately 0.45 per cent. of Walker Crips Shares eligible to
vote at the Court Meeting as at the close of business on the Last Practicable
Date.
· Accordingly, PhillipCapital has received irrevocable undertakings
(including those irrevocable undertakings from the Independent Walker Crips
Directors who hold (whether in a personal capacity or through members of their
immediate families, related trusts or their nominee(s)) Walker Crips Shares),
in respect of, in aggregate, 830,682 Walker Crips Shares representing
approximately 1.95 per cent. of Walker Crips' total issued ordinary share
capital, and approximately 2.75 per cent. of the Walker Crips Shares eligible
to vote at the Court Meeting, as at the close of business on the Last
Practicable Date.
· The PhillipCapital Concert Party owns, in aggregate, 12,359,803
Walker Crips Shares representing 29.03 per cent. of Walker Crips' existing
issued ordinary share capital. The members of the PhillipCapital Concert Party
will not be permitted to vote at the Court Meeting in light of their
connection with, amongst others, PhillipCapital, and instead, are expected to
provide a letter of confirmation to the Court that they each approve of, and
agree to be bound by, the Scheme. The members of the PhillipCapital Concert
Party are, however, eligible to vote on the Resolution(s) to be proposed at
the General Meeting and therefore have irrevocably undertaken to vote (or
procure the vote) in favour of the Resolution(s) to be proposed at the General
Meeting in respect of their entire beneficial holdings of Walker Crips Shares.
· Accordingly, PhillipCapital has received irrevocable undertakings
(including those irrevocable undertakings from the members of the
PhillipCapital Concert Party to vote in favour of the Resolution(s) to be
proposed at the General Meeting), in respect of, in aggregate, 13,190,485
Walker Crips Shares representing approximately 30.98 per cent. of Walker
Crips' total issued ordinary share capital as at the close of business on the
Last Practicable Date.
· Further details of the irrevocable undertakings (including the
circumstances in which they cease to be binding) are set out in Appendix 3 to
this announcement.
Background to and reasons for the Acquisition
Throughout Phillip Brokerage's long association with Walker Crips as a
significant shareholder and having two representative directors appointed to
the Walker Crips Board, PhillipCapital has maintained great admiration for the
Walker Crips business, people and brand heritage. PhillipCapital recognises
the combined strength of the Walker Crips brand, loyal client base, and
strength across its offering, particularly in Investment Management and
Structured Products. Notwithstanding the regulatory and liquidity challenges
currently faced by Walker Crips, as set out in paragraph 5 below,
PhillipCapital maintains strong conviction in the underlying strength of the
business, its people, and the long-term potential of the Walker Crips brand as
a resilient and trusted name in UK wealth management.
Ever since Phillip Brokerage was, at short notice, required to provide
immediate and urgent financial support to Walker Crips through the Working
Capital Facility announced on 31 July 2025 in conjunction with the results for
the financial year ended 31 March 2025, PhillipCapital has spent considerable
time evaluating the most appropriate way to ensure that Walker Crips is best
positioned to capitalise on the opportunity PhillipCapital believes exists
within the UK wealth management sector. PhillipCapital believes that continued
investment in the Walker Crips Group is required to not only implement the
internal changes currently required within the Walker Crips Group but also to
provide Walker Crips with the financial strength and a stable platform from
which to reignite Walker Crips' undoubted growth prospects.
As a financial house of scale, PhillipCapital is well positioned to provide
the necessary capital and deep sector expertise to support Walker Crips
through this strategic realignment and turnaround into its next phase of
growth, so that it can once again fully leverage the opportunities created by
the highly regarded Walker Crips brand.
Background to and reasons for the Independent Walker Crips Directors'
Recommendation
As set out in further detail in paragraph 5 below, Walker Crips' has faced a
number of challenges in recent years, largely a result of the increasing
complexity of compliance and regulatory standards, and the associated
requirement for substantial expenditure on remediating a variety of legacy
issues within the Walker Crips Group.
Against this backdrop, on 31 July 2025, Walker Crips announced a £5.0 million
working capital facility from Phillip Brokerage, PhillipCapital's parent
company, to reinforce the Walker Crips Group's financial position. Should any
amount of the Working Capital Facility (including accrued but unpaid interest)
remain drawn down after six months (being 31 January 2026), Walker Crips will
be required to initiate a rights issue for the purposes of repayment of the
Working Capital Facility. Walker Crips does not currently anticipate that it
will have adequate cash resources to repay the Working Capital Facility by 31
January 2026. As such, it is likely that Walker Crips will be required to
commence a rights issue. The Independent Walker Crips Directors are of the
view that, in the likely event that the Walker Crips Group is required to
initiate a rights issue, any such rights issue is likely to be priced at a
significant discount to Walker Crips' prevailing share price. In addition,
Walker Crips Shareholders could be materially diluted as a result of the
rights issue if they do not participate. If the members of the PhillipCapital
Concert Party were all to participate in the rights issue for their full or an
excess entitlement, this could result in the PhillipCapital Concert Party
materially increasing their shareholding in Walker Crips (subject obtaining
all necessary consents and approvals, including a waiver of the obligation to
make a mandatory offer pursuant to Rule 9 of the Takeover Code and the consent
of the Panel) 1 (#_ftn1) . Any such rights issue would come at a significant
expense to Walker Crips and result in significant management time and
distraction with no guarantee of a successful outcome.
In addition, the Independent Walker Crips Directors note that the Walker Crips
Shares have not traded at the level of the Acquisition Price since the
announcement of its results for the year ended 31 March 2025 and the
announcement of the Working Capital Facility. As such, the Acquisition
provides the opportunity for Walker Crips Shareholders to realise their entire
investment at an attractive premium to the prevailing share price in cash, as
opposed to carrying the risks associated with executing the strategy
on-market, noting the Company's capital constraints.
The Independent Walker Crips Directors also note that the PhillipCapital
Concert Party owns, in aggregate, 12,359,803 Walker Crips Shares, representing
29.03 per cent. of Walker Crips' voting rights. Accordingly, it is highly
unlikely that any other proposal could succeed without the support of the
PhillipCapital Concert Party.
Following careful consideration of the factors set out in paragraph 5 below,
the Independent Walker Crips Directors unanimously intend to recommend the
Acquisition to Walker Crips Shareholders.
Timetable and Conditions
· It is intended that the Acquisition will be implemented by means
of a Court-sanctioned scheme of arrangement of Walker Crips under Part 26 of
the Companies Act 2006, further details of which are contained in the full
text of this announcement (and full details of which will be included in the
Scheme Document). PhillipCapital reserves the right to implement the
Acquisition by way of an Offer, subject to the Panel's consent and the terms
of the Cooperation Agreement.
· The Acquisition is conditional on the approval of the requisite
majority of Independent Scheme Shareholders at the Court Meeting and the
requisite majority (or majorities) of Walker Crips Shareholders at the General
Meeting. The Acquisition is also conditional on the approval of the FCA.
· In order to become Effective, approval of the Scheme must be
granted by a majority in number of Independent Scheme Shareholders (or the
relevant class or classes thereof) who are present and voting (and who are
entitled to vote), either in person or by proxy, at the Court Meeting and at
any separate class meeting which may be required by the Court (or, in each
case, at any adjournment, postponement or reconvention thereof) representing
not less than 75 per cent. in value of the Voting Scheme Shares voted. As set
out above, the members of the PhillipCapital Concert Party are not eligible to
vote on the Scheme at the Court Meeting, but eligible to vote on the
Resolution(s) at the General Meeting.
· In addition, in order for the Scheme to become Effective, at the
General Meeting, the Resolution(s) facilitating the implementation of the
Scheme, must be passed by Walker Crips Shareholders representing at least 75
per cent. of the votes validly cast at the General Meeting, whether in person
or by proxy.
· Following the Court Meeting and General Meeting, in order for the
Scheme to become Effective it must also be sanctioned by the Court.
· The Acquisition will be subject to the other Conditions and terms
set out in full in Appendix 1 to this announcement and to the full terms and
conditions of the Acquisition which will be set out in the Scheme Document.
· It is expected that the Scheme Document containing further
information about the Acquisition and the notices of the Court Meeting and the
General Meeting, together with the accompanying Forms of Proxy, are expected
to be published within 28 days of the date of this announcement (unless
otherwise agreed between PhillipCapital and Walker Crips with the consent of
the Panel).
· The Acquisition is expected to become Effective in Q1 2026,
subject to the satisfaction or (where applicable) waiver of the Conditions and
certain further terms set out in Appendix 1 to this announcement. An expected
timetable of principal events will be included in the Scheme Document. The
Conditions include, amongst others:
o receipt of regulatory approval from the FCA, either unconditionally or
subject to terms and conditions satisfactory to PhillipCapital (acting
reasonably); and
o no member of the Walker Crips Group taking steps or having steps taken
against them for their winding-up or the commencement of any other insolvency
related process.
Comments on the Acquisition
· Commenting on the Acquisition, Linus Lim, a Director of
PhillipCapital, said:
"PhillipCapital is delighted to continue its longstanding relationship with
Walker Crips. The management team of Walker Crips have built a differentiated
platform underpinned by its well respected brand. With the support of the
wider PhillipCapital Group, we believe that Walker Crips will be able to fully
capitalise on the undoubted market opportunity."
· Commenting on the Acquisition, Mark Nelligan, Non-Executive
Director of Walker Crips said:
"Walker Crips has faced a number of challenges in recent years, and continues
to progress with addressing its legacy issues in an evolving compliance and
regulatory environment. The offer from PhillipCapital, represents an
attractive premium to Walker Crips' current share price and offers
shareholders the certainty of cash in the near term, whilst also mitigating
the risk associated with the repayment of the Working Capital Facility in
January 2026. Under PhillipCapital's private ownership, without the costs and
regulation of a listed company, Walker Crips will be able to pursue its
strategy, while benefiting from the capital and backing of the PhillipCapital
Group. Accordingly, the Independent Walker Crips Directors intend to recommend
unanimously that Walker Crips Shareholders vote in favour of the Acquisition."
This summary should be read in conjunction with, and is subject to, the full
text of this announcement (including the Appendices).
The Acquisition will be subject to the Conditions and further terms set out in
this announcement, including Appendix 1 to this announcement and to the full
terms and conditions which will be set out in the Scheme Document. Appendix 2
to this announcement contains the bases of calculations and sources and bases
of certain information contained in this summary and this announcement.
Appendix 3 to this announcement contains details of the irrevocable
undertakings received by PhillipCapital. Appendix 4 to this announcement
contains definitions of certain terms used in this summary and this
announcement.
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
Oliver Platts
Addleshaw Goddard LLP is acting as legal adviser to PhillipCapital. DWF Law
LLP is acting as legal adviser to Walker Crips.
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 will be 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.
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
24 November 2025
RECOMMENDED CASH ACQUISITION
of
Walker Crips Group PLC
("Walker Crips")
by
PhillipCapital UK LIMITED
("PhillipCapital")
(an indirect wholly-owned subsidiary of Phillip Brokerage Pte Ltd)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The Independent Walker Crips Directors and the board of PhillipCapital are
pleased to announce that they have 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 currently intended to be
implemented by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006.
As at the close of business on the Last Practicable Date, persons acting in
concert with PhillipCapital (the "PhillipCapital Concert Party") own, in
aggregate, 12,359,803 Walker Crips Shares representing 29.03 per cent. of the
total voting rights of Walker Crips.
Linus Lim and Hua Min Lim, both Non-Executive Directors of Walker Crips, are
directors of PhillipCapital and Phillip Brokerage and are otherwise members of
the PhillipCapital Concert Party. In light of Linus Lim and Hua Min Lim's
interest in PhillipCapital, Phillip Brokerage and the PhillipCapital Concert
Party they are not deemed independent for the purpose of the Acquisition.
Accordingly, only the Independent Walker Crips Directors have reviewed and
considered the terms of the Acquisition. The members of the PhillipCapital
Concert Party will not be permitted to vote the Walker Crips Shares held by
them at the Court Meeting and will not be considered as Independent Scheme
Shareholders. Instead, it is expected that each member of the PhillipCapital
Concert Party will provide a letter of confirmation to the Court that they
approve of, and will agree to be bound by, the terms of the Scheme. Each
member of the PhillipCapital Concert Party will be entitled to vote the Walker
Crips Shares held by them at the General Meeting and has irrevocably
undertaken to do so.
2. The Acquisition
Under the terms of the Acquisition, each Walker Crips Shareholder will be
entitled to receive:
for each Walker Crips Share: 14.0 pence in cash (the "Acquisition Price")
The Acquisition Price values the entire issued and to be issued share capital
of Walker Crips at approximately £5.96 million on a fully diluted basis.
The Acquisition Price represents a premium of approximately:
· 86.67 per cent. to the Closing Price of 7.50 pence per Walker
Crips Share on 21 November 2025 (being the Last Practicable Date);
· 91.02 per cent. to the volume weighted average price of 7.33
pence per Walker Crips Share over the 1 month ended 21 November 2025 (being
the Last Practicable Date);
· 85.19 per cent. to the volume weighted average Closing Price of
7.56 pence per Walker Crips Share over the 3 months ended 21 November 2025
(being the Last Practicable Date); and
· 40.57 per cent. to the volume weighted average Closing Price of
9.96 pence per Walker Crips Share over the 6 months ended 21 November 2025
(being the Last Practicable Date).
Pre-completion dividends
Walker Crips does not intend to pay a dividend or make any other distribution
or return of value between the date of this announcement and the Effective
Date. The Acquisition Price assumes that Walker Crips Shareholders will not
receive any dividend, distribution or other return of value. If, on or after
the date of this announcement and on or prior to the Effective Date, any
dividend, distribution, or other return of value is declared, made, or paid or
becomes payable by Walker Crips, PhillipCapital will reduce the Acquisition
Price by the amount of such dividend, distribution or other return of value,
in which case any references to the Acquisition Price will be deemed to be a
reference to the Acquisition Price as so reduced. In such circumstances,
Walker Crips Shareholders will be entitled to retain any such dividend,
distribution, or other return of value declared, made or paid.
Any such reduction referred to in this paragraph, or in paragraph 10 of Part B
of Appendix 1 to this announcement will, for the avoidance of doubt, not be
regarded as constituting any revision or variation of the terms of the
Acquisition.
Expected Timetable
It is expected that the Scheme Document containing further information about
the Acquisition and the notices of the Court Meeting and the General Meeting,
together with the accompanying Forms of Proxy, will be published within 28
days of the date of this announcement (unless otherwise agreed between
PhillipCapital and Walker Crips with the consent of the Panel). The
Acquisition is expected to become Effective in Q1 2026, subject to the
satisfaction or (where applicable) waiver of the Conditions and certain
further terms set out in Appendix 1 to this announcement. An expected
timetable of principal events will be included in the Scheme Document.
3. Background to and reasons for the Acquisition
Throughout Phillip Brokerage's long association with Walker Crips as a
significant shareholder and having two representative directors appointed to
the Walker Crips Board, PhillipCapital has maintained great admiration for the
Walker Crips' business, people and brand heritage. PhillipCapital recognises
the combined strength of the Walker Crips brand, loyal client base, and
strength across its offering, particularly in Investment Management and
Structured Products. Notwithstanding the regulatory and liquidity challenges
currently faced by Walker Crips, as set out in paragraph 5 below,
PhillipCapital maintains strong conviction in the underlying strength of the
business, its people, and the long-term potential of the Walker Crips brand as
a resilient and trusted name in UK wealth management.
Ever since Phillip Brokerage was, at short notice, required to provide
immediate and urgent financial support to Walker Crips through the Working
Capital Facility announced on 31 July 2025 in conjunction with the results for
the financial year ended 31 March 2025, PhillipCapital has spent considerable
time evaluating the most appropriate way to ensure that Walker Crips is best
positioned to capitalise on the opportunity PhillipCapital believes exists
within the UK wealth management sector. PhillipCapital believes that continued
investment in the Walker Crips Group is required to not only implement the
internal changes currently required within the Walker Crips Group but also to
provide Walker Crips with the financial strength and a stable platform from
which to reignite Walker Crips' undoubted growth prospects.
PhillipCapital recognises the challenges faced by Walker Crips in repaying the
Working Capital Facility by 31 January 2026 from its own cash resources.
Should the Working Capital Facility not be repaid, Walker Crips would be
required to commence a rights issue in accordance with terms of the Working
Capital Facility.
To secure the long-term interests of Walker Crips' stakeholders, including its
clients, PhillipCapital concluded that the most compelling solution was the
acquisition of Walker Crips by PhillipCapital. The stable foundation and
resilience that comes from being part of a larger enterprise of scale in a
private company environment away from the strictures and glare of the public
markets, will enable Walker Crips and its staff to take the necessary remedial
actions to address its current operational challenges and fully deliver
against Walker Crips' core strengths. Following completion of the Acquisition,
Walker Crips will receive material capital support along with ongoing
investment, which PhillipCapital believes will allow Walker Crips' management
the flexibility to take longer-term decisions. As a financial house of scale,
PhillipCapital is well positioned to provide the necessary capital and deep
sector expertise to support Walker Crips through this strategic realignment
and turnaround into its next phase of growth, so that it can once again fully
leverage the opportunities created by the highly regarded Walker Crips brand.
4. Recommendation of the Independent Walker Crips Directors
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 independent
financial advice to the Independent Walker Crips Directors, Singer Capital
Markets has taken into account the commercial assessments of the Independent
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 intend to
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, 693,732 Walker Crips Shares representing
approximately 1.63 per cent. of Walker Crips' total issued ordinary share
capital, and approximately 2.30 per cent. of the Walker Crips Shares eligible
to vote at the Court Meeting, as at the close of business on the Last
Practicable Date.
Linus Lim and Hua Min Lim, being representatives of PhillipCapital on the
Walker Crips Board, have not participated in the appraisal of the Acquisition,
nor the decision of the Independent Walker Crips Directors to recommend the
Acquisition to Walker Crips Shareholders.
In the event that the Acquisition is implemented by way of an Offer, the
Independent Walker Crips Directors intend to recommend unanimously that Walker
Crips Shareholders accept or procure acceptance of such Offer and to undertake
irrevocably to accept or procure acceptance of such Offer in respect of their
entire beneficial holdings (and, in certain cases, their close relatives'
beneficial holdings) of Walker Crips Shares. Further details of these
irrevocable undertakings (including the circumstances in which they cease to
be binding) are set out in Appendix 3 to this announcement.
5. Background to and reasons for the Independent Walker Crips Directors' recommendation
Walker Crips has a long-standing heritage as a financial services group
offering a range of services, having first bought and sold shares for clients
on the London Stock Exchange in 1914 and eventually listing in August 1996.
PhillipCapital's connected parties have been shareholders of Walker Crips
since 1993, prior to Walker Crips' listing.
The Independent Walker Crips Directors intend to 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.
Regulatory and market backdrop
The UK Wealth Management industry has been characterised by consolidation in
recent years as independent operators have sought to secure the benefits of
scale. The added complexity of more exacting compliance and regulatory
standards, including the implementation of Consumer Duty has further
emphasised the requirement for scale. Walker Crips' growth strategy is
predicated on i) creating a structured product fund ii) hiring and training
new investment managers; and iii) creating a restricted financial planning
team within the investment management division. The ability to execute on this
strategy has been constrained by the requirement for substantial expenditure
on remediating a variety of legacy issues within the Walker Crips Group. The
business has already transitioned a large part of its back-office operations
to BNY Pershing, which Walker Crips believes should provide operational
leverage should Walker Crips be successful in making new business progress. As
set out in its accounts for the year ended 31 March 2025, Walker Crips is
already undertaking a comprehensive review of its business, including its
operating structure and cost base. This includes exploring a range of
strategic options to strengthen Walker Crips' balance sheet, including the
potential sale of some of the Walker Crips Group's assets.
As set out in Walker Crips' accounts, the costs of addressing the Walker Crips
Group's historic legacy issues and the change in regulations relating to
interest paid on client cash accounts is having meaningful negative effects on
the outlook for the Walker Crips Group. The Independent Walker Crips Directors
believe that Walker Crips remains subscale and that its near term focus on
addressing its internal issues means that near term growth in scale is
unlikely. Whilst the Independent Walker Crips Directors believe that over the
longer-term Walker Crips may be able to pursue its growth strategy and build
some increased scale, they recognise that there are significant risks
associated with this, given the breadth of challenges that smaller fund
management firms face. The Walker Crips Group's internal projects to address
historical shortcomings remain ongoing alongside the review of strategic
options mentioned above. Although, some of these historic issues have been
addressed, the challenging backdrop is expected to continue in the short to
medium-term. In this context Walker Crips continues to focus on improving the
Walker Crips Group's volume tolerance to take on new business and execute on
the Walker Crips Group's strategy, which in turn requires further time and
investment.
For the reasons set out above, the Independent Walker Crips Directors believe
that, in its current position, Walker Crips is better suited to a private
company environment backed by a shareholder of scale, where capital can be
increased in a timely, efficient and flexible manner, which is more
challenging in a listed company environment.
Working Capital Facility
As noted above, the Walker Crips Board has sought to address Walker Crips'
challenges by actively exploring a broad range of strategic options aimed at
strengthening the balance sheet and positioning the Walker Crips Group for
longer-term success. As announced on 31 July 2025, Walker Crips entered into a
£5.0 million loan for working capital purposes from Phillip Brokerage, to
reinforce the Walker Crips Group's financial position following significant
expenditure described above and to support the near-term working capital needs
of Walker Crips (as announced on 31 July 2025).
Pursuant to the terms of the Working Capital Facility, if any amount of the
Working Capital Facility (including accrued but unpaid interest) remains drawn
down after six months (being 31 January 2026) ("Implementation Date"), Walker
Crips will be required to initiate a rights issue for the purposes of
repayment of the Working Capital Facility. Furthermore, the terms of the
Working Capital Facility provide that if Walker Crips carries out any material
disposals resulting in net proceeds of £1.0 million or more being received,
such proceeds are required to be applied towards repaying amounts drawn under
the Working Capital Facility.
The Independent Walker Crips Directors expect the Working Capital Facility to
be partially drawn by 31 January 2026. Walker Crips Shareholders should be
aware that Independent Directors do not currently anticipate that Walker Crips
will have adequate cash resources to repay the Working Capital Facility by the
Implementation Date. The Independent Walker Crips Directors are of the view
that, in the likely event that the Walker Crips Group is required to initiate
a rights issue, any such rights issue is likely to be priced at a significant
discount to Walker Crips' prevailing share price. In addition, Walker Crips
Shareholders could be materially diluted as a result of the rights issue if
they do not participate. If the members of the PhillipCapital Concert Party
were each to participate in the rights issue for their full or an excess
entitlement 2 (#_ftn2) , this could result in the members of the
PhillipCapital Concert Party materially increasing their shareholding in
Walker Crips (subject to obtaining all necessary consents and approvals,
including a waiver of the obligation to make a mandatory offer pursuant to
Rule 9 of the Takeover Code and the consent of the Panel). Any such rights
issue would come at a significant expense to Walker Crips and result in
significant management time and distraction with no guarantee of a successful
outcome.
The Independent Walker Crips Directors note that any other party seeking to
make an offer for Walker Crips, would be required, as part of their proposal,
to repay the outstanding balance of the Working Capital Facility plus an
additional amount equal to 15 per cent. of the outstanding balance, to be
repaid together with all outstanding interest, as per the terms of the Working
Capital Facility.
As set out in the announcement also announced today a copy of which is set out
in paragraph 8 below, on 24 November 2025, Walker Crips and Phillip Brokerage
entered into an amendment letter to the Working Capital Facility the effect of
which is to extend the Implementation Date to 28 February 2026 so as to allow
sufficient time for the Acquisition to complete ("Extension"). As the
Extension is only required to allow sufficient time for the Acquisition to
complete, the Extension is 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. Should the conditions to the
Extension not be satisfied the Acquisition would not be capable of progressing
and therefore there would be no need for the Extension.
Summary
The Acquisition provides Walker Crips Shareholders with an immediate and
certain cash value. The Independent Walker Crips Directors recognise that the
market in Walker Crips Shares is illiquid, with average daily volumes traded
during the twelve-month period ended 21 November 2025 being only 30,481 Walker
Crips Shares, equivalent to 0.07 per cent. of Walker Crips' total issued share
capital. This makes it challenging for Walker Crips Shareholders to monetise
their holdings should they so wish. In addition, the Independent Walker Crips
Directors note that the Walker Crips Shares have not traded at the level of
the Acquisition Price since the announcement of its results for the year ended
31 March 2025 and the announcement of the Working Capital Facility. As such,
the Acquisition provides the opportunity for Walker Crips Shareholders to
realise their entire investment at an attractive premium to the prevailing
share price in cash.
The Independent Walker Crips Directors also note that the PhillipCapital
Concert Party owns, in aggregate, 12,359,803 Walker Crips Shares, representing
29.03 per cent. of Walker Crips' voting rights. Accordingly, it is highly
unlikely that any other proposal could succeed without the support of the
PhillipCapital Concert Party.
Following careful consideration of the above factors, the Independent Walker
Crips Directors believe that the Acquisition is in the best interests of all
Walker Crips stakeholders and unanimously intend to recommend the Acquisition
to Walker Crips Shareholders.
6. Irrevocable undertakings
In addition to the irrevocable undertakings from the Independent Walker Crips
Directors described above, PhillipCapital has received irrevocable
undertakings to vote in favour (or procure the voting in favour, as
applicable) of the Scheme at the Court Meeting and Resolution(s) to be
proposed at the General Meeting (or, in the event that the Acquisition is
implemented by way of an Offer, to accept or procure the acceptance of such
Offer) from a Discretionary Fund Manager whose clients have an interest in
respect of a total of 136,950 Walker Crips Shares representing, in aggregate,
approximately 0.32 per cent. of Walker Crips' total issued ordinary share
capital, and approximately 0.45 per cent. of the Walker Crips Shares eligible
to vote at the Court Meeting as at the close of business on the Last
Practicable Date.
Accordingly, PhillipCapital has received irrevocable undertakings (including
those irrevocable undertakings from the Independent Walker Crips Directors who
hold (whether in a personal capacity or through members of their immediate
families, related trusts or their nominee(s)) Walker Crips Shares in respect
of, in aggregate, 830,682 Walker Crips Shares) representing approximately 2.75
per cent. of the Walker Crips Shares eligible to vote at the Court Meeting as
at the close of business on the Last Practicable Date.
The PhillipCapital Concert Party owns, in aggregate, 12,359,803 Walker Crips
Shares representing 29.03 per cent. of Walker Crips' existing issued ordinary
share capital. Members of the PhillipCapital Concert Party will not be
permitted to vote at the Court Meeting in light of its connection with,
amongst others, PhillipCapital, and instead, each member of the Walker Crips
Concert Party is expected to provide a letter of confirmation to the Court
that they each approve of, and agree to be bound by, the Scheme. The members
of the PhillipCapital Concert Party are, however, eligible to vote on the
Resolution(s) to be proposed at the General Meeting and therefore have each
irrevocably undertaken to vote (or procure the vote) in favour of the
Resolution(s) to be proposed at the General Meeting in respect of their entire
beneficial holdings of Walker Crips Shares.
Accordingly, 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, 13,190,485 Walker Crips Shares representing
approximately 30.98 per cent. of Walker Crips' total issued ordinary share
capital as at the close of business on the Last Practicable Date.
Further details of these irrevocable undertakings (including the circumstances
in which they cease to be binding) are set out in Appendix 3 to this
announcement.
7. Information relating to the PhillipCapital Group
PhillipCapital
PhillipCapital, a private limited company incorporated in England and Wales,
is a wholly-owned subsidiary of the PhillipCapital Group. PhillipCapital
currently acts as a holding company for the PhillipCapital Group's equity
shareholding in the London Metal Exchange.
The current directors of PhillipCapital are Hua Min Lim and Linus Lim. Further
details in relation to PhillipCapital will be contained in the Scheme
Document.
PhillipCapital Group
The PhillipCapital Group, founded in 1975, is an integrated Asian financial
house with a global presence. The PhillipCapital Group has c.1.5 million
customers worldwide with assets under management and custody in excess of
US$65 billion. The PhillipCapital Group currently has more than 5,000 staff
across Asia, Europe and America. The PhillipCapital Group's global footprint
has operations spanning the financial hubs of 15 countries, with offices in
Singapore, Thailand, Malaysia, Indonesia Cambodia, Vietnam, Hong Kong, China,
Japan, Australia, India, Turkey, UAE, Spain, the United Kingdom and the United
States.
The main business lines of the PhillipCapital Group are stockbroking, share
financing, asset management, corporate finance services and the distribution
of wealth management products, including inter alia unit trusts, hedge funds
and life/general insurance. The PhillipCapital Group also provides its clients
with access to futures trading, commodities, financial and other derivative
products such as contracts for difference ("CFDs"), foreign exchange and
remittances.
In addition to the PhillipCapital Group's core investment business, it offers
various retail savings products, has a private equity and venture capital arm,
and is the single largest shareholder of IFS Capital Singapore ("IFS
Capital"). IFS Capital, which is listed on the Singapore Stock Exchange,
provides factoring, project financing, structured trade financing and working
capital financing for SMEs in Singapore, Malaysia Thailand and Indonesia. IFS
Capital in turn owns the Export Credit Insurance Company of Singapore.
Phillip Brokerage has been a shareholder of Walker Crips since 1993, and has
two representative directors on the Walker Crips Board.
8. Information relating to Walker Crips
Walker Crips has a long-standing heritage as a financial services group
offering a range of services, having first bought and sold shares for clients
on the London Stock Exchange in 1914. Its ordinary shares were admitted to
listing on the Official List of the FCA and to trading on the Main Market of
the London Stock Exchange in August 1996.
Walker Crips operates in the UK across 10 regional offices and offering a
range of services across its investment management, financial planning and
pensions administrations divisions.
Investment Management
Investment Management is delivered through three sub-divisions namely,
Investment Management Services, Structured Investments and Share Dealing.
Following the transition of a large part of our backoffice operations to BNY
Pershing at the end of June 2025, the division continues to focus on its core
service offering and specialist business development individuals have with a
clear mandate to attract new investment portfolios into the business by
promoting products and services to the IFA community and new customer groups
such as sportspersons and future investors, through our #WalkerCripsInSports
and #WalkerCripsInSchools initiatives.
The Group continues to review its product offering, to remove complications by
curtailing some of the higher risk investment services, as well as services
that are no longer commercially viable, and is exploring how best to utilise
BNY Pershing's services to further improve efficiencies and build scalability.
Structured Investments
Structured Investments continues to be a popular investment product to
financial advisers. It is a core competency of the firm, and the team provides
well-crafted structured products to customers through financial advisers.
Walker Crips launched structured deposits in 2024 and has received significant
interest. Structured deposit plans are designed to meet the investment
objectives of a specific target market of investors with certain investment
characteristics, for example looking for potential growth from their initial
investment and do not require income during the investment term.
Pensions Administration
Pensions Administration provides Self-Invested Personal Pensions ("SIPP") and
Small Self Administered Schemes ("SSAS") services to customers. This division
has been driving to keep pricing competitive and increasing the adoption of
digitised solutions. Walker Crips continues to promote services to
Accountants, explaining the benefits of pension platforms and how they may fit
into the overall financial plan for clients.
In its latest financial year to 31 March 2025, Walker Crips reported total
revenue of £31.35 million (2024: £31.57 million) and an operating loss of
£3.64 million (2024: £0.06 million). Further financial and other information
on Walker Crips will be set out in the Scheme Document.
Walker Crips' total issued share capital with voting rights comprises
42,577,328 ordinary shares of 6 2/3 pence each, which, based on the Closing
Price per Walker Crips Share of 7.50 pence on the Last Practicable Date,
equates to a market capitalisation of approximately £3.19 million.
Working Capital Facility Extension and Walker Crips Trading Update
The Company announced the below update in connection with its current trading
and outlook:
"Walker Crips announces an extension (the "Extension") to the £5m Working
Capital Loan Drawdown Facility (the "Facility") with Phillip Brokerage Pte Ltd
("PhillipCapital") and provides an update on current trading and business
operations.
This announcement should be read in conjunction with the announcement
published at 7.00 a.m. today, regarding the recommended cash offer for the
Company (the "Announcement") by PhillipCapital UK Ltd, an indirect,
wholly-owned subsidiary of Phillip Brokerage Pte Ltd (the "Acquisition").
Terms used in this announcement shall have the meaning given to them in the
Announcement unless otherwise defined.
Working Capital Loan Drawdown Facility Extension
Under the existing terms of the Facility announced on 31 July 2025, if any
amount of the £5 million Facility (including accrued but unpaid interest) is
not repaid and therefore remains drawn down six months from the date of the
agreement, the Company will be required to initiate a rights issue for the
purpose of repayment of the Facility (the "Repayment Date").
It is currently anticipated that the Acquisition will become effective in Q1
2026. Therefore, the Company and PhillipCapital have agreed to extend the
Repayment Date by one month, from 31 January 2026 to 28 February 2026 so as to
allow time for the Acquisition to complete thus (absent of any other event
occurring which would trigger repayment) removing the requirement to make
repayment or commence a rights issue to repay any outstanding amounts under
the Facility, prior to completion of the Acquisition.
Given that the Extension has been entered into to provide adequate time for
the Acquisition to complete, the Extension is conditional upon:
· the Meetings being held prior to 31 January 2026; and
· the requisite majorities of shareholders of the Company voting in
favour of the Scheme at the Court Meeting and voting in favour of the
Resolution(s) at the General Meeting,
(each a "Condition" and together the "Conditions")
Should the requisite majorities of Shareholders not approve the Acquisition at
the Court Meeting or General Meeting, the Acquisition will not be capable of
progressing and therefore there would be no need for the Extension.
Accordingly, in such circumstances the terms of the existing Facility would
remain unchanged and the Company would be required to repay any outstanding
amounts, or initiate a rights issue for the purpose of repaying any
outstanding amounts, under the Facility by 31 January 2026.
Trading Update
As detailed in the Company's 2025 annual results announced on 31 July 2025,
the growing complexity and breadth of the Group's service offerings have
increased the resources required to monitor and regulate its fund management
activities. Accordingly, the Walker Crips Board has commenced a comprehensive
review of the business, including the operating structure, risk management
processes, and an assessment of strategic options to strengthen the balance
sheet.
As previously announced, the continuing costs of addressing historic legacy
issues and the changed regulations relating to interest paid on clients' cash
deposits have meaningful negative effects on the outlook for the current
year's profits. Whilst management have continued to make changes to the
Group's structure and cost base, the Walker Crips Board does not anticipate a
near-term improvement in financial performance.
As disclosed in the Company's annual report and accounts for the year ended 31
March 2025, the Company identified a legacy systems issue that could have
resulted in client statements being presented incorrectly in relation to
equalisation and accumulation units. This information, if used for tax
affairs, could have an impact to client tax liability. The Walker Crips Board
launched an investigation into this matter in June 2025. This investigation is
ongoing and further updates will be made as appropriate.
The Company expects to announce its results for the six month period to 30
September 2025, in December 2025."
9. PhillipCapital's intentions regarding the Walker Crips business, directors, management, employees and locations
PhillipCapital's strategic plans
PhillipCapital is confident in Walker Crips' long-term prospects and therefore
post-Acquisition, it intends to support Walker Crips' management to effect the
necessary remedial actions to address Walker Crips' existing operational and
regulatory challenges. PhillipCapital intends to deploy funding to not only
effect these remedial actions but also to provide the investment needed to
support an organic and inorganic growth strategy, centred around its core
business units in Investment Management and Structured Products.
PhillipCapital notes the comments made by Walker Crips in its accounts for the
year ended 31 March 2025 (the "FY25 Accounts") and those made by the
Independent Walker Crips Directors regarding the comprehensive review of the
Walker Crips business that is already underway so as to make changes to the
Group's structure and cost base. PhillipCapital further notes that this
existing review could potentially lead to the sale of some of the Group's
assets. PhillipCapital intends to support Walker Crips' management team with
this existing review, noting that by being part of the better capitalised
wider PhillipCapital Group, management may determine that such actions are not
commercially necessary. It is expected that it will take at least 3 to 6
months post completion of the Acquisition to conclude the existing review
announced in the FY25 Accounts. There can be no certainty as to the likely
outcome of this existing review, which may still lead to the sale of some or
all of Walker Crips' non-core business units.
PhillipCapital has separately formulated its own preliminary long-term
strategic and operational plan for Walker Crips. The overall objective of
PhillipCapital's plan being to focus on the Walker Crips Group's core
strengths and implement best practices from the wider PhillipCapital Group
(the "Plan"). The Plan includes, but is not limited to, the following
areas:
· Investment Management - PhillipCapital recognises that Walker
Crips' Investment Management Division is well regarded with its clients and in
the sector. PhillipCapital intends to strengthen Walker Crips' client-facing
investment-management team through strategic hiring and onboarding new books
of business;
· Structured Products - PhillipCapital intends to explore
opportunities to expand Walker Crips' differentiated Structured Product
platform, to complement the Investment Management business through cross-sell
opportunities;
· Technology, Infrastructure, and Integration - PhillipCapital
intends to utilise its technology to modernise Walker Crips' operating
platforms to achieve economies of scale, improve client service and reduce
operational costs;
· Brand - PhillipCapital intends to retain the Walker Crips brand
reflecting its strong heritage. The brand will coexist with the PhillipCapital
name where beneficial to market perception;
· Recapitalisation - to ensure both short-term stability and
long-term growth capacity of Walker Crips, PhillipCapital intends to provide a
material capital injection into Walker Crips. The capital injection is
estimated to be a minimum of £7.0 million, with key areas of spend across
growth capital, restructuring and regulatory capital;
· M&A - PhillipCapital will explore select M&A
opportunities as they arise, to add scale to its core business areas; and
· Operating Structure - PhillipCapital intends to review Walker
Crips' employees and management with the aim of identifying cost synergies and
streamlining Walker Crips' operational structure via the implementation of
best practices. This could lead to a headcount reduction of up to
approximately 10 per cent. across the Walker Crips workforce.
Employees
PhillipCapital recognises the skills, knowledge and experience of Walker
Crips' employees and management and expects that existing employees will be
instrumental in driving the long-term success of Walker Crips moving forward.
PhillipCapital anticipates there will likely be initiatives to streamline
Walker Crips' operational structure and improve its productivity and create a
more agile and efficient organisation. Such changes may result in a gross
reduction of up to approximately 10 per cent. of the overall Walker Crips
workforce, although PhillipCapital expects that overall headcount will
increase over the longer term as part of its efforts to invest in the future
growth of Walker Crips and to further scale the Walker Crips business and its
market presence.
Furthermore, the Plan will involve the rationalisation of certain
administrative functions which have historically been maintained by reason of
Walker Crips' status as a listed company and which will no longer be required
when Walker Crips ceases to be a listed company. This may impact a limited
number of roles in specific administrative areas whilst further reductions in
headcount may arise from the integration of additional non-client facing
back-office functions where there is duplicate or overlapping roles, and
natural attrition.
Any headcount reduction would take place up to twelve months following the
Effective Date and after the appropriate conclusion of all applicable
consultation procedures with affected employees and/or their representatives
in accordance with applicable law.
Save as referred to above, it is not intended that there will be any other
material changes either to the continued employment or the terms and
conditions of employment of the management and employees of Walker Crips or
the balance of the skills and functions of the employees of the Walker Crips
Group.
Board & Management
Having spent a significant amount of time with the Walker Crips management
team over a number of years, PhillipCapital attaches significant value upon
their knowledge and experience. Accordingly, PhillipCapital intends that
Walker Crips' joint chief executives and other members of the senior
management team will remain with the Walker Crips Group.
It is intended that Mark Nelligan (being Walker Crips' only non-executive
director who is not otherwise connected with PhillipCapital) will resign as a
director of Walker Crips with effect from the Scheme becoming Effective and be
paid in lieu of their contractual notice periods.
Hua Min Lim and Linus Lim (being representatives of the PhillipCapital Group
appointed as non-executive directors to the Walker Crips Board) will remain as
directors of Walker Crips.
Pensions
No member of the Walker Crips Group participates in any defined benefit
pension schemes.
As described above, PhillipCapital intends that the existing contractual and
statutory rights of members of Walker Crips' defined contribution pension
schemes will be fully safeguarded in accordance with applicable law.
Management incentive arrangements
At the date of this announcement, PhillipCapital has not discussed nor agreed
any form of incentivisation agreement with members of Walker Crips'
management. However, PhillipCapital intends to discuss the adoption of
appropriate incentivisation arrangements following the Scheme becoming
Effective.
Locations of business, headquarter functions, fixed assets and research and
development
Following the Scheme becoming Effective, Walker Crips' head office and certain
key functions will continue to be headquartered at the current Walker Crips
office.
PhillipCapital will also assess Walker Crips' current non-core operational
footprint. Whilst PhillipCapital has no intentions to change Walker Crips'
headquarters or headquarter functions, subject to the outcome of the
management's review, it may realise, where possible, cost efficiencies through
office rationalisation and/or exploring the practicalities of relocating to
more cost-effective locations.
Owing to the nature of its business, Walker Crips does not have a research and
development function and accordingly PhillipCapital has no intentions in this
regard.
No significant changes are envisaged by PhillipCapital with respect to Walker
Crips' fixed assets.
Trading facilities
The Walker Crips Shares are currently listed on the Official List and admitted
to trading on the Main Market of the London Stock Exchange. As described in
paragraph 15 below, 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 trading
of Walker Crips Shares on the Main Market, in each case with effect from or
shortly following the Effective Date. Following the Acquisition becoming
Effective, it is intended that Walker Crips will be re-registered as a private
limited company.
Post-offer undertakings
No statements in this paragraph 9 constitute "post-offer undertakings" for the
purposes of Rule 19.5 of the Takeover Code.
10. Share Plans
Walker Crips operates the Share Incentive Plan for eligible employees of the
Wider Walker Crips Group and the Trustee holds, as at close of business on the
Last Practicable Date, 4,369,406 Walker Crips Shares for benefit of
participants of the Share Incentive Plan. The Walker Crips Shares held in the
Share Incentive Plan will constitute Scheme Shares and it is intended that
these Walker Crips Shares will be acquired by PhillipCapital pursuant to the
Acquisition. The proceeds of the sale of the Walker Crips Shares will then be
distributed on behalf of the Trust (net of any applicable deductions to be
made in accordance with the terms of the Share Incentive Plan) to participants
of the Share Incentive Plan. Further details in respect of the impact of the
Scheme on the Share Incentive Plan will be set out in the Scheme Document.
Walker Crips does not have any share incentive plans, options or awards in place for the purpose of Rule 15 of the Takeover Code.
11. Financing of the Acquisition
The Consideration payable by PhillipCapital to Walker Crips Shareholders
pursuant to the terms of the Acquisition will be financed using existing cash
resources of the PhillipCapital Group.
Cavendish, in its capacity as sole financial adviser to PhillipCapital, is satisfied that sufficient cash resources are available to PhillipCapital to satisfy in full the Consideration payable to the Walker Crips Shareholders pursuant to the Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
12. Offer-related arrangements
Confidentiality Agreement
PhillipCapital and Walker Crips entered into a confidentiality agreement dated
13 October 2025 (the "Confidentiality Agreement") pursuant to which, amongst
other things, the parties have undertaken to: (a) subject to certain
exceptions, keep confidential information relating to Walker Crips
confidential and not to disclose it to third parties; and (b) use such
confidential information only in connection with the Acquisition. The
confidentiality obligations remain in force for a period of two years from the
date of the Confidentiality Agreement (or, if earlier, upon the Scheme
becoming Effective or, if the Acquisition is implemented by way of an Offer,
the Offer being declared wholly unconditional). The Confidentiality Agreement
also contains restrictions on PhillipCapital soliciting or employing certain
employees of Walker Crips.
Cooperation Agreement
Walker Crips and Walker Crips have entered into a Cooperation Agreement dated
24 November 2025, pursuant to which PhillipCapital has agreed to use all
reasonable endeavours to obtain any regulatory clearances, or procure that any
regulatory clearances are obtained and to satisfy the Conditions, or procure
that the Conditions are satisfied, as soon as is reasonably practicable after
entry into the Cooperation Agreement. Walker Crips and PhillipCapital have
agreed to co-operate with each other and provide each other with all
reasonable information, assistance and access in a timely manner for the
purposes of implementing the Acquisition and/or in connection with any
regulatory clearances. Walker Crips and PhillipCapital have also agreed to
co-operate to promptly provide each other with such documentation,
information, assistance and access as may reasonably be required for the
preparation of the key shareholder documentation.
The Cooperation Agreement will be terminated, amongst other things (i) upon
written notice served by PhillipCapital where the Independent Walker Crips
Directors' recommendation changes in a manner that is adverse in the context
of the Acquisition; or (ii) upon written notice of either party where: (a)
prior to the Long-Stop Date, a competing offer becomes effective or is
declared unconditional; (b) the Acquisition is withdrawn, terminates or lapses
in accordance with its terms; (c) prior to the Long-Stop Date, a Condition
which is either not capable of being waived or, where capable of being waived,
PhillipCapital has confirmed that it will not waive said Condition, becomes
incapable of satisfaction by the Long-Stop Date in circumstances where
invocation of the relevant Condition is permitted by the Panel; and/or (d) the
Scheme and/or the Resolution(s) are not approved at the Meetings; or (iii) if
the parties agree in writing.
13. The Scheme
It is intended that the Acquisition will be implemented by means of a
Court-sanctioned scheme of arrangement between Walker Crips and the Scheme
Shareholders under Part 26 of the Companies Act 2006 (although PhillipCapital
reserves the right to implement the Acquisition by means of an Offer, subject
to the consent of the Panel and the terms of the Cooperation Agreement).
The purpose of the Scheme is to provide for PhillipCapital to become owner of
the whole of the issued and to be issued ordinary share capital of Walker
Crips. Under the Scheme, the Acquisition is to be achieved by the transfer of
the Scheme Shares held by Scheme Shareholders to PhillipCapital in
consideration for which Scheme Shareholders will receive the Consideration on
the basis set out in paragraph 2 of this announcement. The process involves,
amongst other things, an application by Walker Crips to the Court to sanction
the Scheme. The transfer to PhillipCapital of the Walker Crips Shares will
result in Walker Crips becoming a wholly-owned subsidiary of PhillipCapital.
The PhillipCapital Concert Party owns, in aggregate, 12,359,803 Walker Crips
Shares representing 29.03 per cent. of Walker Crips' existing issued ordinary
share capital. Members of the PhillipCapital Concert Party will not be
permitted to vote at the Court Meeting in light of its connection with,
amongst others, PhillipCapital, and instead, are each expected to provide a
letter of confirmation to the Court that they each approve of, and agree to be
bound by, the Scheme.
The Acquisition will be subject to the Conditions and further terms and
conditions referred to in Appendix 1 to this announcement (and to be set out
in the Scheme Document) and will only become Effective if, among other things,
the following events occur on or before the Long-Stop Date:
· the approval of the Scheme being granted by a majority in number
representing not less than 75 per cent. in value of Independent Scheme
Shareholders (or the relevant class or classes thereof) who are present and
voting (and who are entitled to vote), either in person or by proxy, at the
Court Meeting and at any separate class meeting which may be required by the
Court (or, in each case, at any adjournment, postponement or reconvention
thereof);
· the Resolution(s) facilitating the implementation of the Scheme
being duly passed by the requisite majorities of the votes cast in person or
by proxy at the General Meeting or at any adjournment, postponement or
reconvention thereof;
· certain regulatory approvals as described in Appendix 1
(including the approval from the FCA) are obtained (or waived, as applicable);
· no member of the Walker Crips Group taking steps or having steps
taken against them for their winding-up or the commencement of any other
insolvency related process (Conditions 8(J) the "Insolvency Condition"));
· following the Meetings and satisfaction and/or waiver (where
applicable) of the other Conditions, the Scheme being sanctioned by the Court
(with or without modification, but subject to any modification being on terms
acceptable to PhillipCapital and Walker Crips); and
· following the sanction of the Scheme by the Court, a copy of the
Scheme Court Order being delivered to the Registrar of Companies for
registration.
As noted above, PhillipCapital does not intend to implement the transaction if
any member of the Walker Crips Group has taken steps or has steps taken
against them for their winding-up or the commencement of any other insolvency
related process, and accordingly, the Insolvency Condition could be invoked by
PhillipCapital with the consent of the Panel if any such circumstances arise.
A decision by the Panel whether to permit PhillipCapital to invoke a condition
to the offer would be judged by the Panel by reference to the facts at the
time that the relevant circumstances arise, including the views of the
Independent Walker Crips Directors at that time.
The Acquisition will lapse if:
· the Court Meeting and the General Meeting are not held on or
before the twenty second (22(nd)) day after the expected date of such
Meetings, as set out in the Scheme Document in due course (or such later date
as may be agreed between PhillipCapital and Walker Crips, with the consent of
the Panel and, if required, the Court);
· the Court Sanction Hearing is not held on or before the twenty
second (22nd) day after the expected date of such hearing, as set out in the
Scheme Document in due course (or such later date as may be agreed between
PhillipCapital and Walker Crips, with the consent of the Panel and, if
required, the Court); or
· the Scheme does not become effective on or before the Long-Stop
Date (or such later date as may be agreed between PhillipCapital and Walker
Crips and consented to by the Panel).
Upon the Scheme becoming Effective: (i) it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting and/or General Meeting (and, if they attended and voted, whether
or not they voted in favour); and (ii) the Consideration for the transfer of
the Scheme Shares to PhillipCapital will be settled no later than fourteen
(14) days after the Effective Date. In addition, share certificates in respect
of the Walker Crips Shares will cease to be valid and entitlements to Walker
Crips Shares held within CREST will be cancelled.
Any Walker Crips Shares issued before the Scheme Record Time will be subject
to the terms of the Scheme. The Resolution(s) to be proposed at the General
Meeting will, amongst other matters, provide that the Walker Crips Articles be
amended to incorporate provisions requiring any Walker Crips Shares issued
after the Scheme Record Time (other than to PhillipCapital and/or its
nominees) to be automatically transferred to PhillipCapital on the same terms
as the Acquisition (other than terms as to timings and formalities). The
provisions of the Walker Crips Articles (as amended) will avoid any person
(other than PhillipCapital and/or its nominees) holding Walker Crips Shares
after the Effective Date (except in relation to those Walker Crips Shares held
in treasury).
It is expected that the Scheme Document containing further information about
the Acquisition, the expected timetable for the implementation of the Scheme
and notices of the Court Meeting and General Meeting, together with the Forms
of Proxy, will be published as soon as possible and, in any event, within 28
days of the date of this announcement (unless otherwise agreed between
PhillipCapital and Walker Crips with the consent of the Panel). The
Acquisition will lapse if the Scheme does not become Effective by the
Long-Stop Date (or such later date as PhillipCapital and Walker Crips may
agree, with the consent of the Panel and as the Court may approve, if such
approval is required). Subject, among other things, to the satisfaction or
(where applicable) waiver of the Conditions, it is expected that the Scheme
will become Effective in Q1 2026.
The Scheme will be governed by English law. The Scheme will be subject to the
applicable requirements of the Takeover Code, the Panel, the London Stock
Exchange and the Companies Act 2006.
14. Disclosure of interests
As at close of business on the Last Practicable Date, the PhillipCapital
Concert Party owned, in aggregate, 12,359,803 ordinary shares in the capital
of Walker Crips representing 29.03 per cent. of the total voting rights of
Walker Crips.Except for the interest in Walker Crips Shares set out above and
the irrevocable undertakings referred to in paragraphs 4 and 6 above, as at
the Last Practicable Date, neither PhillipCapital nor any of its respective
directors, nor, so far as PhillipCapital is aware, any person acting in
concert (within the meaning of the Takeover Code) with PhillipCapital:
· had any interest in, or right to subscribe for, any Walker Crips
Shares;
· had any short position in Walker Crips Shares, including any
short position under a derivative, any agreement to sell, any delivery
obligation or right to require another person to purchase or take delivery of
relevant securities of Walker Crips;
· had borrowed or lent any relevant securities of Walker Crips or
entered into any financial collateral arrangements relating to relevant
securities of Walker Crips; or
· was a party to any dealing arrangement of the kind referred to in
Note 11 on the definition of acting in concert in the Takeover Code in
relation to relevant securities of Walker Crips.
It has not been practicable for PhillipCapital to make enquiries of all of its
concert parties in advance of the release of this announcement. Therefore, if
PhillipCapital becomes aware, following the making of such enquiries, that any
of its concert parties have any additional interests in the relevant
securities of Walker Crips, all relevant details in respect of PhillipCapital
concert parties will be included in PhillipCapital Opening Position Disclosure
in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover
Code.
15. 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.
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.
(London time) on that date.
Upon the Scheme becoming Effective, PhillipCapital will acquire all Walker
Crips Shares not already owned by it, fully paid and free from all liens,
charges, equitable interests, encumbrances and rights of pre-emption and any
other interests of any nature whatsoever and together with all rights
attaching thereto including the right to receive and retain all dividends and
distributions declared, made or paid by reference to a record date after the
Effective Date.
On the Effective Date, Walker Crips will become a wholly-owned subsidiary of
PhillipCapital and share certificates in respect of Walker Crips will cease to
be valid and should be destroyed. In addition, entitlements held within the
CREST system to the Walker Crips Shares will be cancelled on the Effective
Date.
It is also intended that Walker Crips will be re-registered as a private
limited company and for this to take place as soon as practicable following
the Effective Date.
16. General
PhillipCapital reserves the right to elect (with the consent of the Panel and
subject to the terms of the Cooperation Agreement) to implement the
Acquisition by way of an Offer as an alternative to the Scheme. In such event,
the Offer will be implemented on substantially the same terms, so far as
applicable, as those which would apply to the Scheme, subject to appropriate
amendments to reflect the change in method of effecting the Offer in
accordance with the provisions of the Cooperation Agreement.
In deciding whether or not to vote, or procure the voting, in favour of the
Scheme at the Court Meeting and the Resolution(s) at the General Meeting,
Walker Crips Shareholders should rely on the information contained, and follow
the procedures described, in the Scheme Document.
If the Acquisition is effected by way of an Offer and such Offer becomes, or
is declared, unconditional in all respects and sufficient acceptances are
received, PhillipCapital intends to: (i) request that the FCA 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; and (ii) exercise its rights to apply the provisions of Chapter 3 of
Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Walker
Crips Shares in respect of which the Offer has not been accepted.
The Acquisition will be subject to the Conditions and further terms set out in
this announcement, including Appendix 1 to this announcement and to the full
terms and conditions which will be set out in the Scheme Document. Appendix 2
to this announcement contains the bases of calculations and sources and bases
of certain information contained in this summary and this announcement.
Appendix 3 to this announcement contains details of the irrevocable
undertakings received by PhillipCapital. Appendix 4 to this announcement
contains definitions of certain terms used in the summary and in this
announcement.
Cavendish and Singer Capital Markets have each given and not withdrawn their
consent to the publication of this announcement and the inclusion herein of
the references to their names in the form and context in which they appear.
17. Documents available on a website
Copies of the following documents will by no later than 12 noon (London time)
on the Business Day following this announcement, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, be
available on Phillip Brokerage's website at
https://www.phillip.com.sg/offerforwalkercrips/ and Walker Crips' website at
https://www.wcgplc.co.uk/recommended-offer/ until the end of the Offer Period:
· this announcement;
· the irrevocable undertakings referred to in paragraphs 4 and 6
above;
· the Confidentiality Agreement referred to in paragraph 12 above;
· the Cooperation Agreement referred to in paragraph 12 above;
· the amendment agreement to the Working Capital Facility referred
to in paragraph 5 and 8 above; and
· the consent letters from each of Cavendish and Singer Capital
Markets referred to in paragraph 16 above.
For the avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this announcement.
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
Oliver Platts
Addleshaw Goddard LLP is acting as legal adviser to PhillipCapital. DWF Law
LLP is acting as legal adviser to Walker Crips.
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 will be 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/
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.
APPENDIX 1
PART A: CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and becoming Effective, subject to the provisions of
the Takeover Code, by no later than 11.59 p.m. on the Long-Stop Date or such
later date (if any) as PhillipCapital and Walker Crips may, with the consent
of the Panel, agree and (if required) the Court may allow.
Scheme approval
2. The Scheme will be conditional upon:
(A) (i) its approval by a majority in number representing not
less than 75 per cent. in value of the Independent Scheme Shareholders who are
on the register of members of Walker Crips (or the relevant class or classes
thereof, if applicable) at the Voting Record Time, present and voting (and
entitled to vote), whether in person or by proxy, at the Court Meeting and at
any separate class meeting which may be required by the Court (or at any
adjournment of any such meeting); and (ii) such Court Meeting and any such
separate class meeting(s) which may be required by the Court being held on or
before the twenty second (22nd) day after the expected date of the Court
Meeting to be set out in the Scheme Document (or such later date, if any, as
may be agreed in writing between PhillipCapital and Walker Crips with the
consent of the Panel and the approval of the Court (if such approval is
required));
(B) (i) the Resolution(s) being duly passed by the requisite
majority or majorities of Walker Crips Shareholders at the General Meeting or
at any adjournment thereof and (ii) such General Meeting being held on or
before the twenty second (22nd) day after the expected date of the General
Meeting to be set out in the Scheme Document (or such later date, if any, as
may be agreed in writing between PhillipCapital and Walker Crips with the
consent of the Panel and the approval of the Court (if such approval is
required)); and
(C) (i) the sanction of the Scheme by the Court (with or without
modification, but subject to any such modification being acceptable to
PhillipCapital and Walker Crips); (ii) the Court Sanction Hearing being held
on or before the twenty second (22nd) day after the expected date of the Court
Sanction Hearing to be set out in the Scheme Document (or such later date, if
any, as may be agreed in writing between PhillipCapital and Walker Crips with
the consent of the Panel and the approval of the Court (if such approval is
required)); and (iii) the delivery of a copy of the Scheme Court Order to the
Registrar of Companies in England and Wales for registration.
General conditions
In addition, subject as stated in Part B below and to the requirements of the
Panel, PhillipCapital and Walker Crips have agreed that the Acquisition will
be conditional upon the following Conditions and, accordingly, the necessary
actions to make the Scheme effective will not be taken unless the following
Conditions (as amended if appropriate) have been satisfied or, where relevant,
waived.
Regulatory clearances
3. the FCA:
(A) giving 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 either
unconditionally or with conditions satisfactory to PhillipCapital; or
(B) being treated as having given such approval pursuant to
section 189(6) of FSMA;
Other third-party clearances
4. The waiver (or non-exercise within any applicable time
limits) by any relevant government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, association, institution, any entity owned or controlled
by any relevant government or state, or any other body or person whatsoever in
any jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider Walker Crips Group taken as a whole or in the context of the
Acquisition) arising as a result of or in connection with the Acquisition,
including, without limitation, its implementation or the proposed direct or
indirect acquisition of any shares or other securities in, or control or
management of, Walker Crips by PhillipCapital or any member of the Wider
PhillipCapital Group.
5. All necessary filings or applications having been made in
connection with the Acquisition and all statutory or regulatory obligations in
any jurisdiction having been complied with in connection with the Acquisition
or the acquisition by any member of the Wider PhillipCapital Group of any
shares or other securities in, or control of, Walker Crips and all
authorisations, orders, grants, recognitions, determinations, confirmations,
consents, licences, clearances, permissions, exemptions and approvals
reasonably deemed necessary or appropriate by PhillipCapital or any member of
the Wider PhillipCapital Group for or in respect of the Acquisition including,
without limitation, its implementation or the proposed direct or indirect
acquisition of any shares or other securities in, or control of, Walker Crips
or any member of the Wider Walker Crips Group by any member of the Wider
PhillipCapital Group having been obtained in terms and in a form reasonably
satisfactory to PhillipCapital from all appropriate Third Parties or persons
with whom any member of the Wider Walker Crips Group has entered into
contractual arrangements and all such authorisations, orders, grants,
recognitions, determinations, confirmations, consents, licences, clearances,
permissions, exemptions and approvals deemed necessary or appropriate to carry
on the business of any member of the Wider Walker Crips Group which are
material in the context of the PhillipCapital Group or the Walker Crips Group
as a whole or in respect of the Acquisition including, without limitation, its
implementation remaining in full force and effect and all filings necessary
for such purpose having been made and there being no notice or intimation of
any intention to revoke or not to renew any of the same at the time at which
the Acquisition becomes otherwise unconditional and all necessary statutory or
regulatory obligations in any jurisdiction having been complied with.
6. No Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference (and, in each case, not having withdrawn the same), or
having enacted, made or proposed any statute, regulation, decision or order,
or change to published practice or having taken any other step, and there not
continuing to be outstanding any statute, regulation, decision or order, which
in each case would or might reasonably be expected to:
(A) require, prevent or delay the divestiture, or materially
alter the terms envisaged for any proposed divestiture by any member of the
Wider PhillipCapital Group or any member of the Wider Walker Crips Group of
all or any portion of their respective businesses, assets or property or
impose any limitation on the ability of any of them to conduct their
respective businesses (or any of them) or to own any of their respective
assets or properties or any part thereof which, in any such case, is material
in the context of the Wider PhillipCapital Group or the Wider Walker Crips
Group in either case taken as a whole or in the context of the Acquisition;
(B) other than in implementation of the Acquisition, require any
member of the Wider Walker Crips Group or the Wider PhillipCapital Group to
acquire or offer to acquire any shares or other securities (or the equivalent)
or interest in any member of the Wider Walker Crips Group owned by any Third
Party;
(C) require, prevent or delay the divestiture by any member of
the Wider PhillipCapital Group of any shares or other securities in Walker
Crips;
(D) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider PhillipCapital Group directly
or indirectly to acquire or to hold or to exercise effectively any rights of
ownership in respect of shares or loans or securities convertible into shares
or any other securities (or the equivalent) in any member of the Wider Walker
Crips Group or the Wider PhillipCapital Group or to exercise voting or
management control over any such member;
(E) otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider PhillipCapital Group or of any member of
the Wider Walker Crips Group to an extent which is material in the context of
the Wider PhillipCapital Group or the Wider Walker Crips Group in either case
taken as a whole or in the context of the Acquisition;
(F) make the Acquisition or its implementation or the
Acquisition or proposed Acquisition by PhillipCapital or any member of the
Wider PhillipCapital Group of any shares or other securities in, or control of
Walker Crips void, illegal, and/or unenforceable under the laws of any
relevant jurisdiction, or otherwise, directly or indirectly, restrain,
restrict, prohibit delay or otherwise interfere to a material extent with the
implementation of, or impose material additional conditions or obligations
with respect to, or otherwise materially challenge, impede, interfere or
require material and adverse amendment to the terms of the Acquisition;
(G) impose any limitation on the ability of any member of the
Wider Walker Crips Group to co-ordinate its business, or any part of it, with
the businesses of any other members which is adverse to and material in the
context of the Wider Walker Crips Group taken as a whole or in the context of
the Acquisition; or
(H) result in any member of the Wider Walker Crips Group ceasing
to be able to carry on business under any name under which it presently does
so which is material in the context of the Wider PhillipCapital Group or the
Wider Walker Crips Group in either case taken as a whole or in the context of
the Acquisition,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any such action, proceeding, suit, investigation, enquiry or
reference or any other step under the laws of any jurisdiction in respect of
the Acquisition or the Scheme or the acquisition or proposed acquisition of
any Walker Crips Shares having expired, lapsed or been terminated.
Certain matters arising as a result of any arrangement, agreement etc.
7. Save as Disclosed, there being no provision of any
agreement, arrangement, licence, lease, franchise, permit or other instrument
to which any member of the Wider Walker Crips Group is a party or by or to
which any such member or any of its assets is or may be bound, entitled or be
subject or any event or circumstance which as a consequence of the Acquisition
or the proposed acquisition of any shares or other securities (or equivalent)
in Walker Crips or because of a change in the control or management of Walker
Crips or otherwise, could or might reasonably be expected to result in any of
the following to an extent which is material and adverse in the context of the
Wider Walker Crips Group, or the Wider PhillipCapital Group, in either case
taken as a whole, or in the context of the Acquisition:
(A) any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any member of the
Wider Walker Crips Group, being or becoming repayable or capable of being
declared repayable immediately or earlier than their or its stated maturity
date or repayment date or the ability of any such member to borrow monies or
incur any indebtedness being withdrawn or inhibited or being capable of
becoming or being withdrawn or inhibited;
(B) any such agreement, arrangement, lease, licence, franchise,
permit or other instrument being terminated or the rights, liabilities,
obligations or interests of any member of the Wider Walker Crips Group
thereunder being terminated or adversely modified or affected or any
obligation or liability arising or any action being taken or arising
thereunder;
(C) any asset or interest of any member of the Wider Walker
Crips Group being or failing to be disposed of or charged or ceasing to be
available to any such member or any right arising under which any such asset
or interest could be required to be disposed of or charged or could cease to
be available to any such member otherwise than in the ordinary course of
business;
(D) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interest of any member of the Wider Walker Crips Group;
(E) the rights, liabilities, obligations or interests of any
member of the Wider Walker Crips Group, or the business of any such member
with, any person, firm, company or body (or any arrangement or arrangements
relating to any such interest or business) being terminated, adversely
modified or affected;
(F) the value of any member of the Wider Walker Crips Group or
its financial or trading position or prospects being prejudiced or adversely
affected;
(G) any such member ceasing to be able to carry on business
under any name under which it presently does so; or
(H) the creation or acceleration of any liability, actual or
contingent, by any member of the Wider Walker Crips Group (including any
material tax liability or any obligation to obtain or acquire any material
authorisation, order, grant, recognition, determination, confirmation,
consent, licence, clearance, permission, exemption, approval, notice, waiver,
concession, agreement or exemption from any Third Party or any person) other
than trade creditors or other liabilities incurred in the ordinary course of
business or in connection with the Acquisition,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Walker Crips Group is a party or by or to which any such member or any
of its assets may be bound, entitled or subject (other than the Working
Capital Facility), would or might reasonably be expected to result in any of
the events or circumstances as are referred to in sub-paragraphs (A) to (H) of
this Condition.
Certain events occurring since Last Accounts Date
8. Save as Disclosed, no member of the Wider Walker Crips
Group having, since the Last Accounts Date:
(A) save as between Walker Crips and wholly-owned subsidiaries
of Walker Crips, issued or agreed to issue, authorised or proposed the issue
of additional shares of any class (including, without limitation, Walker Crips
Shares);
(B) save as between Walker Crips and wholly-owned subsidiaries
of Walker Crips, issued or agreed to issue, authorised or proposed the issue
of securities convertible into, or exchangeable for, shares of any class or
rights, warrants or options to subscribe for, or acquire, any such shares or
convertible securities;
(C) other than to another member of the Walker Crips Group,
prior to the Acquisition becoming Effective, recommended, declared, paid or
made or proposed to recommend, declare, pay or make any bonus, any dividend or
other distribution or other form of capital return whether payable in cash or
otherwise other than dividends (or other distributions whether payable in cash
or otherwise) lawfully paid or made by any wholly owned subsidiary of Walker
Crips to Walker Crips or any of its wholly owned subsidiaries;
(D) save for intra-Walker Crips Group transactions, merged or
demerged with any body corporate or acquired or disposed of or transferred,
mortgaged or charged or created any security interest over any assets or any
right, title or interest in any asset (including shares and trade investments)
or authorised or proposed or announced any intention to propose any merger,
demerger, disposal, transfer, mortgage, charge or security interest, in each
case, other than in the ordinary course of business and, in each case, to the
extent material in the context of the Wider Walker Crips Group taken as a
whole;
(E) save for intra-Walker Crips Group transactions, made or
authorised or proposed or announced an intention to propose any change in its
loan capital in each case, to the extent material in the context of the Wider
Walker Crips Group taken as a whole;
(F) issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save for intra-Walker Crips Group
transactions), save in the ordinary course of business, incurred or increased
any indebtedness or become subject to any contingent liability;
(G) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraphs 8(A) or 8(B)
above, made any other change to any part of its share capital in each case, to
the extent which is material in the context of the Wider Walker Crips Group
taken as a whole or in the context of the Acquisition;
(H) save for intra-Walker Crips Group transactions, implemented,
or authorised, proposed or announced its intention to implement, any
reconstruction, merger, demerger, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business;
(I) entered into or varied or authorised, proposed or
announced its intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise) which:
(i) is of a long term, onerous or unusual nature or magnitude
or which involves or could involve an obligation of such nature or magnitude
(other than in the ordinary course of business); or
(ii) would or could reasonably be expected to be materially
restrictive on the businesses of any member of the Wider Walker Crips Group or
the Wider PhillipCapital Group (other than to a nature and extent which is
normal in the context of the business concerned),
and, in either case, is material in the context of the Wider Walker Crips
Group taken as a whole or in the context of the Acquisition.
(J) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or steps or had any
legal proceedings started or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, or petition
presented or order made for its winding-up, dissolution or reorganisation or
for the appointment of a receiver, administrative receiver, administrator,
manager, trustee or similar officer of all or any part of its assets or
revenues or any analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction or had any such person appointed, in each
case, to the extent material in the context of the Wider Walker Crips Group
taken as a whole or in the context of the Acquisition;
(K) entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the Wider Walker Crips
Group or the Wider PhillipCapital Group other than of a nature and extent
which is normal in the context of the business concerned;
(L) waived or compromised any claim otherwise than in the
ordinary course of business which is material in the context of the Wider
Walker Crips Group taken as a whole;
(M) made any material alteration to its memorandum or articles of
association or other incorporation documents;
(N) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its creditors with
a view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business;
(O) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or passed any
resolution or made any acquisition (which remains open for acceptance) with
respect to or announced any intention to, or proposed to, effect any of the
transactions, matters or events referred to in this Condition 8;
(P) made or agreed or consented to any change to:
(i) the terms of the trust deeds constituting the pension
scheme(s) established by any member of the Wider Walker Crips Group for its
directors, employees or their dependents;
(ii) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable thereunder;
(iii) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or
(iv) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued or made,
in each case, to the extent material in the context of the Wider Walker Crips
Group taken as a whole or in the context of the Acquisition;
(Q) save as agreed by the Panel (if required) and by
PhillipCapital, proposed, agreed to provide or modified the terms of any
benefit constituting a material change relating to the employment or
termination of employment of a material category of persons employed by the
Wider Walker Crips Group or which constitutes a material change to the terms
or conditions of employment of any senior employee of the Wider Walker Crips
Group or entered into or materially changed the terms of any contract with any
director or senior executive employed by the Wider Walker Crips Group;
(R) taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of Walker
Crips Shareholders at a general meeting in accordance with, or as contemplated
by, Rule 21.1 of the Takeover Code;
(S) entered into or varied in a material way the terms of, any
contracts, agreement or arrangement with any of the directors or senior
executives of any members of the Wider Walker Crips Group; or
(T) waived or compromised any claim which is material in the
context of the Wider Walker Crips Group taken as a whole or in the context of
the Acquisition, otherwise than in the ordinary course.
No adverse change, litigation or regulatory enquiry
9. Save as Disclosed, since the Last Accounts Date, there has
been:
(A) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Walker Crips Group which,
in any such case, is material in the context of the Wider Walker Crips Group
taken as a whole or in the context of the Acquisition and no circumstances
have arisen which would or might reasonably be expected to result in such
adverse change or deterioration;
(B) other than as contemplated by the Scheme, no litigation,
arbitration proceedings, prosecution or other legal proceedings to which any
member of the Wider Walker Crips Group is a party (whether as a claimant,
defendant or otherwise) and no enquiry, review or investigation by, or
complaint or reference to, any Third Party or other investigative body against
or in respect of any member of the Wider Walker Crips Group having been
instituted, announced, implemented or threatened in writing by or against or
remaining outstanding in respect of any member of the Wider Walker Crips Group
which in any such case has or would reasonably be expected to have a material
adverse effect on the Wider Walker Crips Group taken as a whole or in the
context of the Acquisition;
(C) no enquiry or investigation by, or complaint or reference
to, any Third Party having been threatened in writing, announced, implemented,
instituted by or remaining outstanding against or in respect of any member of
the Wider Walker Crips Group which in any case is material in the context of
the Wider Walker Crips Group when taken as a whole;
(D) no contingent or other liability of any member of the Wider
Walker Crips Group having arisen or become apparent to PhillipCapital which
has had or would reasonably be expected to have a material adverse effect on
the Wider Walker Crips Group;
(E) no member of the Wider Walker Crips Group having conducted
its business in breach of any applicable laws and regulations and which is
material in the context of the Wider Walker Crips Group as a whole or in the
context of the Acquisition; and
(F) no steps having been taken which are reasonably likely to
result in the withdrawal, cancellation, termination or modification of any
licence or permit held by any member of the Wider Walker Crips Group which is
necessary for the proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which has had, or would
reasonably be expected to have, an adverse effect which is material in the
context of the Wider Walker Crips Group taken as a whole or in the context of
the Acquisition.
No discovery of certain matters regarding information, liabilities and
environmental issues
10. Save as Disclosed, PhillipCapital not having discovered, in
each case to an extent which is material in the context of the Wider Walker
Crips Group taken as a whole or in the context of the Acquisition:
(A) that any financial, business or other information concerning
the Wider Walker Crips Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider Walker Crips
Group is materially misleading, contains a material misrepresentation of fact
or omits to state a fact necessary to make that information not misleading
where the relevant information has not subsequently been corrected before the
date of this announcement by disclosure either publicly or otherwise to
PhillipCapital or its professional advisers;
(B) that any member of the Wider Walker Crips Group or any
partnership, company or other entity in which any member of the Wider Walker
Crips Group has a significant economic interest and which is not a subsidiary
undertaking of Walker Crips, is subject to any liability (contingent or
otherwise), other than in the ordinary course of business; or
(C) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider Walker Crips
Group;
(D) any past or present member of the Wider Walker Crips Group
has failed to comply with any and/or all applicable legislation, regulations
or other requirements of any Third Party or any Authorisations relating to the
use, treatment, handling, storage, carriage, disposal, spillage, release,
discharge, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment (including property) or harm human
health or animal health or otherwise relating to environmental matters or the
health and safety of humans, or that there has otherwise been any such use,
treatment, handling, storage, carriage, disposal, spillage, release,
discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
whether the same may have taken place) any of which storage, carriage,
disposal, spillage, release, discharge, leak or emission which non-compliance,
would be likely to give rise to any liability (whether actual or contingent)
or cost on the part of any member of the Wider Walker Crips Group;
(E) that there is, or is reasonably likely to be any liability
(whether actual or contingent) of any past or present member of the Wider
Walker Crips Group to make good, remediate, repair, reinstate or clean up any
property, asset or any controlled waters currently or previously owned,
occupied, operated or made use of or controlled by any past or present member
of the Wider Walker Crips Group (or on its behalf) or in which any such member
may have or previously have had or be deemed to have had an interest, under
any environmental legislation, common law, regulation, notice, circular,
Authorisation or order of any Third Party; or
(F) circumstances exist (whether as a result of the Acquisition
or otherwise) which would be reasonably likely to lead to any Third Party
instituting, or whereby any past or present member of the Wider Walker Crips
Group would be likely to be required to institute, an environmental audit or
take any other steps which would in any such case be reasonably likely to
result in any liability (whether actual or contingent) to improve, modify
existing or install new plant, machinery or equipment or carry out changes in
the processes currently carried out or make good, remediate, repair, reinstate
or clean up any land or other asset currently or previously owned, occupied or
made use of by any past or present member of the Wider Walker Crips Group (or
on its behalf) or by any person for which a member of the Wider Walker Crips
Group is or has been responsible, or in which any such member may have or
previously have had or be deemed to have had an interest.
Anti-corruption, economic sanctions, criminal property and money laundering
11. Save as Disclosed, PhillipCapital not having discovered
that:
(A) any past or present member, director, officer or employee of
the Wider Walker Crips Group is or has at any time engaged in any activity,
practice or conduct which would constitute an offence under the Bribery Act
2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable
anti-corruption or anti-bribery law, rule or regulation or any other
applicable law, rule, or regulation concerning improper payments or kickbacks
or (B) any person that performs or has performed services for or on behalf of
the Wider Walker Crips Group who is or has at any time engaged in any
activity, practice or conduct in connection with the performance of such
services which would constitute an offence under the Bribery Act 2010, the US
Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption
or anti-bribery law, rule or regulation or any other applicable law, rule, or
regulation concerning improper payments or kickbacks; or
(B) any asset of any member of the Wider Walker Crips Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds
of crime under any other applicable law, rule, or regulation concerning money
laundering or proceeds of crime or any member of the Wider Walker Crips Group
is found to have engaged in activities constituting money laundering under any
applicable law, rule, or regulation concerning money laundering; or
(C) any past or present member, director, officer or employee of
the Wider Walker Crips Group, or any other person for whom any such person may
be liable or responsible, who is or has engaged in any conduct which would
violate applicable economic sanctions or dealt with, made any investments in,
made any funds or assets available to or received any funds or assets from:
(i) any government, entity or individual in respect of which
US, UK or European Union persons, or persons operating in those territories,
are prohibited from engaging in activities or doing business, or from
receiving or making available funds or economic resources, by US, UK or
European Union laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control, or HMRC;
or
(ii) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states, save that this shall
not apply if and to the extent that it is or would be unenforceable by reason
of breach of any applicable Blocking Law; or
(D) any past or present member, director, officer or employee of
the Wider Walker Crips Group, or any other person for whom any such person may
be liable or responsible:
(i) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
U.S. Anti-Terrorism Act;
(ii) has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;
(iii) has engaged in conduct which would violate any relevant
laws, rules, or regulations concerning human rights, including but not limited
to any law, rule, or regulation concerning false imprisonment, torture or
other cruel and unusual punishment, or child labour; or
(iv) is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any government, governmental instrumentality, or
international organisation or found to have violated any applicable law, rule,
or regulation concerning government contracting or public procurement; or
(E) any member of the Wider Walker Crips Group is or has been
engaged in any transaction which would cause PhillipCapital to be in breach of
any law or regulation upon its acquisition of Walker Crips, including but not
limited to the economic sanctions of the United States Office of Foreign
Assets Control, or HMRC, or any other relevant government authority.
PART B: FURTHER TERMS OF THE ACQUISITION
1. The Acquisition will be subject to the fulfilment (or
waiver, if permitted) of the Conditions set out in Part A of this Appendix 1,
to the further terms set out in this Part B of Appendix 1, and to the full
terms and conditions which will be set out in the Scheme Document, and such
further terms as may be required to comply with the provisions of the Takeover
Code.
2. Conditions 1, 2(A), 2(B)(i), 2(C)(i) and 2(C)(iii) cannot
be waived (save, in respect of Conditions 2(A), 2(B) and 2(C), as respect to
their deadlines as set out below). Subject to the requirements of the Panel
and the Takeover Code, PhillipCapital reserves the right in its sole
discretion to waive:
(A) the deadline set out in Condition 1 of Part A of this
Appendix 1, and any of the deadlines set out in Conditions 2(A), 2(B) and 2(C)
in so far as they relate to the timing of the Court Meeting, the General
Meeting and the Court Sanction Hearing. If any such deadline is not met,
PhillipCapital will make an announcement by 8.00 a.m. on the Business Day
following such deadline confirming whether it has invoked or waived the
relevant Condition or agreed with Walker Crips to extend the deadline in
relation to the relevant Condition; and
(B) in whole or in part, all or any of Conditions 3 to 11 of
Part A of this Appendix 1.
3. Conditions 2(A) and 2(B) must be fulfilled by, and
Conditions 3 to 11 (inclusive) fulfilled or waived by, no later than 11.59
p.m. on the date immediately preceding the date of the Court Sanction Hearing.
The Acquisition will not become Effective unless each of the Conditions have
been fulfilled (or, to the extent capable of waiver, waived) or, where
appropriate, have been determined by PhillipCapital to be or to remain
satisfied by no later than 11.59 p.m. on the Long-Stop Date.
4. PhillipCapital shall be under no obligation to waive (if
capable of waiver), to determine to be or remain satisfied or fulfilled, or to
treat as satisfied or fulfilled any of Conditions 1 to 11 (inclusive) by a
date earlier than the latest date specified for the satisfaction of the
relevant Condition, notwithstanding that the other Conditions may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may not be
capable of satisfaction or fulfilment.
5. Under Rule 13.5(a) of the Takeover Code, PhillipCapital may
not invoke a Condition to the Acquisition so as to cause the Acquisition not
to proceed, to lapse or to be withdrawn unless the circumstances which give
rise to the right to invoke the Condition are of material significance to
PhillipCapital in the context of the Acquisition. PhillipCapital may only
invoke a condition that is subject to Rule 13.5(a) with the consent of the
Panel and any condition that is subject to Rule 13.5(a) may be waived by
PhillipCapital. Conditions 2(A)(i), 2(B)(i), 2(C)(i) and 2(C)(iii) and, if
applicable, any acceptance condition (if the Acquisition is implemented by
means of an Offer) are not subject to Rule 13.5(a) of the Takeover Code.
6. If PhillipCapital is required by the Panel to make an offer
for Walker Crips Shares under the provisions of Rule 9 of the Takeover Code,
PhillipCapital may make such alterations to any of the above Conditions and
the terms of the Acquisition as are necessary to comply with the provisions of
Rule 9 of the Takeover Code.
7. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
8. PhillipCapital reserves the right to elect to implement the
Acquisition by way of an Offer as an alternative to the Scheme (subject to the
Panel's consent (where necessary) and the terms of the Cooperation Agreement).
In such event, the Acquisition will be implemented on the same terms and
conditions (subject to appropriate amendments including (without limitation)
the inclusion of an acceptance condition set at 90 per cent. of the Walker
Crips Shares (or such other percentage as PhillipCapital and Walker Crips may,
subject to the rules of the Takeover Code and the terms of the Cooperation
Agreement and with the consent of the Panel, decide, being in any case more
than 50 per cent. of the Walker Crips Shares), or any amendments required by,
or deemed appropriate by, PhillipCapital under applicable law or any
amendments necessary to reflect the Offer). Further, if sufficient acceptances
of such Offer are received and/or sufficient Walker Crips Shares are otherwise
acquired, it is the intention of PhillipCapital to apply the provisions of the
Companies Act 2006 to acquire compulsorily any outstanding Walker Crips Shares
to which such Offer relates.
9. The Walker Crips Shares which will be acquired under the
Acquisition will be acquired fully paid and free from all liens, equities,
charges, encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all rights now or
hereafter attaching or accruing to them, including voting rights and the right
to receive and retain in full all dividends and other distributions (if any)
announced, declared, made or paid or any other return of capital (whether by
reduction of share capital or share premium account or otherwise) made, in
each case by reference to a record date falling on or after the Effective
Date.
10. If any dividend, distribution and/or other form of capital
return is announced, declared, made, paid or becomes payable by Walker Crips
in respect of the Walker Crips Shares on or after the date of this
announcement and prior to the Effective Date, PhillipCapital will, without
prejudice to any right of PhillipCapital, with the consent of the Panel, to
invoke Condition 8(C) in Part A of this Appendix 1, reduce the Consideration
by the amount of such dividend, distribution and/or other form of capital
return. If PhillipCapital makes such a reduction in respect of a dividend,
distribution and/or other form of capital return, Walker Crips Shareholders
will be entitled to receive and retain the relevant portion of any such
dividend, other distribution and/or other form of capital return (as
applicable), and any reference in this announcement or the Scheme Document
(or, in the event that the Acquisition is to be implemented by means of an
Offer, the Offer Document) to the Consideration will be deemed to be a
reference to the Consideration as so reduced. Any such reduction by
PhillipCapital referred to in this paragraph 10 will be the subject of an
announcement and, for the avoidance of doubt, shall not constitute a revision
or variation of the terms of the Acquisition.
11. Except with the Panel's consent, settlement of the
Consideration to which any Scheme Shareholder is entitled under the Scheme
will be implemented in full in accordance with the terms of the Scheme without
regard to any lien, right of set-off, counterclaim or other analogous right to
which PhillipCapital may otherwise be, or claim to be, entitled as against
such Scheme Shareholder and will be effected in the manner described in this
announcement.
12. No amounts of cash of less than one penny will be paid to any
Scheme Shareholder pursuant to the Scheme and the aggregate amount of cash to
which a Scheme Shareholder will be entitled under the Scheme will be rounded
down to the nearest penny.
13. The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions.
Any persons who are subject to the laws of any jurisdiction other than the
United Kingdom should inform themselves about and observe any applicable
requirements.
14. The Acquisition will not be made, directly or indirectly, in
or into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone,
internet or e-mail) of interstate or foreign commerce of, or of any facility
of a national securities exchange, of any Restricted Jurisdiction and the
Acquisition will not be capable of acceptance by any such use, means,
instrumentality or facility or from within any Restricted Jurisdiction.
15. The Acquisition will be governed by English law and will be
subject to the jurisdiction of the Court and to the Conditions and further
terms set out in this Appendix 1 and to be set out in the Scheme Document. The
Scheme will be subject to the applicable requirements of English law, the
Takeover Code, the Panel, the London Stock Exchange and the Companies Act
2006.
16. The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix 1 and to the full terms and conditions to be
set out in the Scheme Document.
APPENDIX 2
BASES AND SOURCES
1. As at the Last Practicable Date, there were 43,327,328 Walker Crips Shares in issue, each carrying one vote. Walker Crips holds 750,000 Walker Crips Shares in treasury. The total number of voting rights in Walker Crips is therefore 42,577,328.
2. As at the Last Practicable Date, no further Walker Crips Shares are expected to be issued on or after the date of this announcement.
3. Any references to the issued and to be issued ordinary share capital of Walker Crips are based on the 42,577,328 Walker Crips Shares (excluding shares held in treasury) referred to in paragraph 1 above.
4. The value attributed to the existing issued and to be issued ordinary share capital of Walker Crips is based upon a fully diluted share capital figure of 42,577,328 Walker Crips Shares as calculated at paragraph 3 above.
5. Unless otherwise specified: (i) all prices quoted for Walker Crips Shares are Closing Prices; and (ii) all Closing Prices and volume weighted average prices for Walker Crips Shares have been derived from FactSet.
6. Except where otherwise expressly stated otherwise, the financial information relating to Walker Crips is extracted (without material adjustment) from the Walker Crips 2025 Results.
7. Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
1. Irrevocable undertakings from the Independent Walker Crips Directors
The following Independent Walker Crips Director has given an irrevocable
undertaking to, amongst other things, exercise or procure the exercise of (as
applicable) all voting rights to vote in favour of the Scheme at the Court
Meeting and the Resolution(s) to be proposed at the General Meeting (or to
accept, or procure the acceptance of the Offer, if the Acquisition is
implemented as an Offer) in relation to the following Walker Crips Shares in
which they (or, in certain cases, their close relatives) are interested, as
well as any further Walker Crips Shares which they may become the registered
or beneficial owner of or otherwise interested in:
Name of Independent Walker Crips Director Number of Walker Crips Shares Percentage of Walker Crips issued ordinary share capital as at the Last Percentage of Walker Crips Voting Scheme Shares as at the Last Practicable
Practicable Date Date
Sean Kin Wai Lam 693,732 1.63% 2.30%
The obligations of the relevant Independent Walker Crips Director under the
irrevocable undertakings they have given above will lapse and cease to have
effect on any of the following occurrences:
· the Scheme Document or the Offer Document, as the case may be,
has not been published within 28 days of the publication of this announcement
or within such longer period as PhillipCapital, with the consent of the Panel
and in accordance with the terms of the Cooperation Agreement, determines
(other than in circumstances where PhillipCapital has, prior to the Long-Stop
Date, elected to exercise its right to proceed with the Acquisition by way of
a different transaction structure (whether by way of a Scheme or an Offer), in
which case this period will be extended to refer to within 28 days of the
publication of the press announcement announcing the change in transaction
structure or any such other date as the Panel may require);
· the Acquisition lapses or is withdrawn in accordance with its
terms (other than in circumstances where PhillipCapital has announced a firm
intention to proceed with the implementation of the Acquisition by way of a
different transaction structure, whether by way of a Scheme or an Offer);
· the Acquisition has not become Effective by 11.59 p.m. (London time) on the Long-Stop Date (including as such time and/or date may be extended, as set out in this announcement) (other than in circumstances where PhillipCapital has, prior to such date, elected to exercise its right to proceed with the Acquisition by way of a different transaction structure, whether by way of an Offer or a Scheme, and announced the same in accordance with the requirements of the Takeover Code, and such Acquisition has not lapsed, terminated or been withdrawn);
· if any competing offer for Walker Crips becomes or is declared
wholly unconditional or becomes effective; or
· PhillipCapital announces, with the consent of the Panel and in
accordance with the terms of the Cooperation Agreement, that it does not
intend to proceed with the Acquisition and no new, revised or replacement
Scheme or Offer is announced by PhillipCapital in accordance with Rule 2.7 of
the Takeover Code.
2. Irrevocable undertakings from Discretionary Fund Manager
In addition to the Independent Walker Crips Director set out in paragraph 1
above, the following Discretionary Fund Manager has given an irrevocable
undertaking to, amongst other things, exercise or procure the exercise of (as
applicable) all voting rights to vote in favour of the Scheme at the Court
Meeting and the Resolution(s) to be proposed at the General Meeting (or to
accept, or procure the acceptance of the Offer, if the Acquisition is
implemented as an Offer), in relation to the following Walker Crips Shares in
which their clients are interested in, as well as any further Walker Crips
Shares which their clients may become the registered or beneficial owner of or
otherwise interested in:
Name of Discretionary Fund Manager Number of Walker Crips Shares Percentage of Walker Crips issued ordinary share capital as at the Last Percentage of Walker Crips Voting Scheme Shares as at the Last Practicable
Practicable Date Date
Christopher Kitchenham 136,950 0.32% 0.45%
The obligations of the Discretionary Fund Manager under the irrevocable
undertaking it has given above will lapse and cease to have effect on any of
the following occurrences:
· the Scheme Document or the Offer Document, as the case may be,
has not been published within 28 days of the publication of this announcement
or within such longer period as PhillipCapital, with the consent of the Panel
and in accordance with the terms of the Cooperation Agreement, determines
(other than in circumstances where PhillipCapital has, prior to the Long-Stop
Date, elected to exercise its right to proceed with the Acquisition by way of
a different transaction structure (whether by way of a Scheme or an Offer), in
which case this period will be extended to refer to within 28 days of the
publication of the press announcement announcing the change in transaction
structure or any such other date as the Panel may require);
· the Acquisition lapses or is withdrawn or lapses in accordance
with its terms, provided that this paragraph shall not apply where the
Acquisition is withdrawn or lapses as a result of PhillipCapital exercising
its right, in accordance with the Takeover Code to implement the Acquisition
by way of an Offer rather than a Scheme or vice versa within no longer than
fourteen Business Days;
· the Acquisition has not become Effective by 11.59 p.m. (London
time) on the Long-Stop Date (other than in circumstances where PhillipCapital
has, prior to such date, elected to exercise its right to proceed with the
Acquisition by way of a different transaction structure, whether by way of an
Offer or a Scheme, and announced the same in accordance with the requirements
of the Takeover Code, and such Acquisition has not lapsed, been withdrawn or
failed to become unconditional as to acceptances prior to the Long-Stop Date);
· if a third party announces a firm intention to make an offer for
the entire issued and to be issued share capital of Walker Crips at a price
per Walker Crips Share which is at least 20 per cent. greater than the
Acquisition Price.
· PhillipCapital announces, with the consent of the Panel and in
accordance with the terms of the Cooperation Agreement, that it does not
intend to proceed with the Acquisition and no new, revised or replacement
Scheme or Offer is announced by PhillipCapital in accordance with Rule 2.7 of
the Takeover Code; or
· if any competing offer for Walker Crips becomes or is declared
wholly unconditional or becomes effective.
3. Irrevocable undertakings from the PhillipCapital Concert Party
In addition to the irrevocable undertakings set out in paragraphs 1 and 2
above, the following members of the PhillipCapital Concert Party, also being
Walker Crips Shareholders who are not deemed Independent Scheme Shareholders
for the purpose of the Scheme, have each given an irrevocable undertaking to,
amongst other things, exercise or procure the exercise of (as applicable) all
voting rights to vote in favour Resolution(s) to be proposed at the General
Meeting, and to consent to and be bound by the terms of the Scheme (or to
accept, or procure the acceptance of the Offer, if the Acquisition is
implemented as an Offer) in relation to the following Walker Crips Shares in
which they are interested (or, in certain cases, their close relatives), as
well as any further Walker Crips Shares which they may become the registered
or beneficial owner of or otherwise interested in:
Name of Walker Crips Shareholder Number of Walker Crips Shares Percentage of Walker Crips issued ordinary share capital as at the Last
Practicable Date
Ms B Tin Chua 611,574 1.44%
Mr L Wen Sheong Lim 3,496,694 8.21%
Mr L Wen Yao Lloyd 3,496,694 8.21%
Mr W Jiang Luke Lim 3,496,694 8.21%
Madam L Cheng Ng 611,574 1.44%
Ms B Lian Janice See 611,575 1.44%
Phillip Thematic Fund 35,000 0.08%
TOTAL: 12,359,803 29.03%
The obligations of the individuals named in this paragraph 3 under the
irrevocable undertaking they have given above will lapse and cease to have
effect on any of the following occurrences:
· the Scheme Document or the Offer Document, as the case may be,
has not been published within 28 days of the publication of this announcement
or within such longer period as PhillipCapital, with the consent of the Panel
and in accordance with the terms of the Cooperation Agreement, determines
(other than in circumstances where PhillipCapital has, prior to the Long-Stop
Date, elected to exercise its right to proceed with the Acquisition by way of
a different transaction structure (whether by way of a Scheme or an Offer), in
which case this period will be extended to refer to within 28 days of the
publication of the press announcement announcing the change in transaction
structure or any such other date as the Panel may require);
· the Acquisition lapses or is withdrawn or lapses in accordance
with its terms, provided that this paragraph shall not apply where the
Acquisition is withdrawn or lapses as a result of PhillipCapital exercising
its right, in accordance with the Takeover Code to implement the Acquisition
by way of an Offer rather than a Scheme or vice versa within no longer than
fourteen Business Days;
· the Acquisition has not become Effective by 11.59 p.m. (London
time) on the Long-Stop Date (other than in circumstances where PhillipCapital
has, prior to such date, elected to exercise its right to proceed with the
Acquisition by way of a different transaction structure, whether by way of an
Offer or a Scheme, and announced the same in accordance with the requirements
of the Takeover Code, and such Acquisition has not lapsed, been withdrawn or
failed to become unconditional as to acceptances prior to the Long-Stop Date);
or
· PhillipCapital announces, with the consent of the Panel and in
accordance with the terms of the Cooperation Agreement, that it does not
intend to proceed with the Acquisition and no new, revised or replacement
Scheme or Offer is announced by PhillipCapital in accordance with Rule 2.7 of
the Takeover Code.
APPENDIX 4
DEFINITIONS
"Acquisition" the proposed acquisition by PhillipCapital of the entire issued and to be
issued ordinary share capital of Walker Crips, to be effected by means of the
Scheme or, should PhillipCapital so elect and subject to the consent of the
Panel and the terms of the Cooperation Agreement, by means of an Offer and,
where the context admits, any subsequent revision, variation, extension or
renewal thereof
"Acquisition Price" 14.0 pence in cash per Walker Crips Share
"Associated Undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008,
other than paragraph 19(1)(b) of Schedule 6 to those regulations which shall
be excluded for this purpose
"Authorisation(s)" regulatory authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permissions and/or approvals
"Blocking Law" (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996
(or any law or regulation implementing such Regulation in any member state of
the European Union or the United Kingdom); or (ii) any similar blocking or
anti-boycott law
"Business Day" any day, other than a public holiday, Saturday or a Sunday, when banks are
generally open for business in London for general banking business, other than
solely for trading and settlement in Euro
"Cavendish" Cavendish Capital Markets Limited
"CFDs" contracts for differences
"Closing Price" the closing middle market price of a Walker Crips Share on a particular
trading day as derived from the Daily Official List of the London Stock
Exchange
"Conditions" each of the conditions listed in Part A of Appendix 1 and any reference to a
numbered Condition shall be a reference to the Condition set out in the
paragraph of Part A of Appendix 1 bearing such number
"Confidentiality Agreement" the confidentiality agreement entered into between Walker Crips and
PhillipCapital dated 13 October 2025 as described in paragraph 12 of this
announcement
"Consideration" the cash consideration payable by PhillipCapital to Walker Crips Shareholders
pursuant to the Acquisition comprising, for each Walker Crips Share, the
Acquisition Price
"Cooperation Agreement" the cooperation agreement dated on or around the date of this announcement
between PhillipCapital and Walker Crips as described in paragraph 12 of this
announcement
"Court" the High Court of Justice in England and Wales
"Court Meeting" the meeting(s) of the Independent Scheme Shareholders to be convened by order
of the Court pursuant to Part 26 of the Companies Act 2006, notice of which
will be set out in the Scheme Document, for the purpose of considering and, if
thought fit, approving the Scheme (with or without amendment) and any
adjournment, postponement or reconvention thereof
"Court Sanction Hearing" the hearing of the Court at which Walker Crips will seek an order to sanction
the Scheme under section 899 of the Companies Act 2006, and any adjournment,
postponement or reconvention thereof
"CREST" the relevant system (as defined in the Uncertificated Securities Regulations
2001 (SI 2001/3755)) in respect of which Euroclear UK & Ireland Limited is
the Operator (as defined in the Regulations)
"Dealing Disclosure" an announcement pursuant to Rule 8 of the Takeover Code containing details of
dealings in interests in relevant securities of a part to an offer
"Disclosed" the information disclosed by, or on behalf of, Walker Crips; (i) in Walker
Crips' annual report and financial statements for the financial year ended 31
March 2025; (ii) in this announcement; (iii) as otherwise publicly announced
by Walker Crips prior to the date of this announcement (by delivery of an
announcement to a Regulatory Information Service); and (v) prior to the date
of this announcement by, or on behalf of, Walker Crips to PhillipCapital (or
its respective officers, employees, agents or advisers in their capacity as
such)
"Discretionary Fund Manager" Christopher Kitchenham, being a discretionary fund manager who has the
authority to make investment decisions in respect of his clients who have an
interest in Walker Crips Shares
"Effective" either:
(i) if the Acquisition is implemented by way of the Scheme, the Scheme having
become effective pursuant to and in accordance with its terms; or
(ii) if the Acquisition is implemented by way of an Offer (with the consent of
the Panel, and subject to the terms of the Cooperation Agreement), the Offer
having been declared or having become unconditional in accordance with the
requirements of the Takeover Code
"Effective Date" the date upon which the Acquisition becomes Effective in accordance with its
terms
"Excluded Shares" any Walker Crips Shares registered in the name of PhillipCapital or any
nominee of any of the PhillipCapital; or held by Walker Crips in treasury as
at the Scheme Record Time
"Extension" has the meaning given in paragraph 5 of this announcement
"FCA" the Financial Conduct Authority
"Forms of Proxy" the forms of proxy for use in connection with each of the Court Meeting and
the General Meeting, which shall accompany the Scheme Document
"General Meeting" the General Meeting of Walker Crips Shareholders (including any adjournment or
postponement, thereof) to be convened for the purposes of seeking approval of
the Resolution(s) (with or without amendment)
"Implementation Date" has the meaning given in paragraph 5 of this announcement
"Independent Walker Crips Directors" Christian Somerville Dougal, Sean Kin Wai Lam and Mark Nelligan
"Independent Scheme Shareholder" the holders of Scheme Shares (other than the members of the PhillipCapital
Concert Party who will each confirm their approval of, and agreement to be
bound by, the Scheme in a letter of confirmation to the Court);
"IFS Capital" IFS Capital Singapore
"Last Accounts Date" 31 March 2025
"Last Practicable Date" 21 November 2025, being the last Business Day prior to the date of this
announcement
"London Stock Exchange" London Stock Exchange plc
"Long-Stop Date" 11.59 p.m. on 30 June 2026 or such later date, if any, (a) as PhillipCapital
and Walker Crips may agree, or (b) (in a competitive situation) as may be
specified by PhillipCapital with the consent of the Panel, and in each case
that (if so required) the Court may allow
"Main Market" the main market for listed securities of the London Stock Exchange
"Meetings" the Court Meeting and the General Meeting
"Offer" if, subject to the consent of the Panel and the terms of the Cooperation
Agreement, the Acquisition is implemented by way of a takeover offer as
defined in Chapter 3 of Part 28 of the Companies Act 2006, the offer to be
made by or on behalf of PhillipCapital to acquire the entire issued and to be
issued ordinary share capital of Walker Crips and, where the context admits,
any subsequent revision, variation, extension or renewal of such offer
"Offer Document" should the Acquisition be implemented by means of an Offer, the offer document
to be published and sent to Walker Crips Shareholders by or on behalf of
PhillipCapital in connection with any Offer, including any revised offer
document, which will contain amongst other things the full terms and
conditions of the Offer
"Offer Period" the offer period (as defined by the Takeover Code) relating to Walker Crips,
which commenced on the date of this announcement
"Opening Position Disclosure" an announcement pursuant to Rule 8 of the Takeover Code containing details of
interests or short positions in, or rights to subscribe for, any relevant
securities of a party to the Acquisition
"Overseas Shareholder(s)" Scheme Shareholders who are resident in, ordinarily resident in, or citizens
of, jurisdictions outside the United Kingdom
"Panel" the Panel on Takeovers and Mergers
"Phillip Brokerage" Phillip Brokerage Pte Ltd a company with Unique Entity Number 199207062D whose
registered office is at Raffles City Tower, 250 North Bridge Road, #06-000,
Singapore, 179101
"PhillipCapital" PhillipCapital UK Ltd a private limited company registered in England and
Wales with company number 02863591
"PhillipCapital Concert Party" Ms B Tin Chua, Mr L Wen Sheong Lim, Mr L Wen Yao Lloyd, Mr W Jiang Luke Lim,
Madam L Cheng Ng, Madam L Cheng Ng and Phillip Thematic Fund whose
shareholdings are set out in paragraph 3 of Appendix 3 of this announcement
"PhillipCapital Board" or "PhillipCapital Directors" the board of directors of PhillipCapital at the time of this announcement or,
where the context so requires, the directors of PhillipCapital from time to
time
"PhillipCapital Group" Phillip Brokerage and its Subsidiaries and Subsidiary Undertakings
"Plan" has the meaning given in paragraph 9 of this announcement
"Registrar for Companies" the Registrar of Companies in England and Wales
"Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755)
"Regulatory Information Service" an information service authorised from time to time by the FCA for the purpose
of disseminating regulatory announcements
"Resolution(s)" such shareholder resolution(s) of Walker Crips as are necessary to approve,
implement and effect the Scheme and the Acquisition, including, inter alia, a
special resolution to amend the Walker Crips Articles by the adoption and
inclusion of a new article under which any Walker Crips Shares issued or
transferred after the General Meeting shall either be subject to the Scheme or
(after the Effective Date) be immediately transferred to PhillipCapital (or as
it may direct) in exchange for the same Consideration as due under the Scheme
and the re-registration of Walker Crips as a private limited company
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to Walker Crips Shareholders in that
jurisdiction
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act 2006
between Walker Crips and Walker Crips Shareholders to implement the
Acquisition
"Scheme Court Order" the order of the Court sanctioning the Scheme under section 899 of the
Companies Act 2006
"Scheme Document" the document to be dispatched to Walker Crips Shareholders and persons with
information rights setting out, amongst other things, the details of the
Acquisition, the full terms and conditions of the Scheme and containing the
notices convening the Court Meeting and the General Meeting
"Scheme Record Time" the time and date specified as such in the Scheme Document, expected to be
6.00 p.m. on the Business Day immediately after the date of the Court Sanction
Hearing, or such later time as PhillipCapital and Walker Crips may agree
"Scheme Shareholder(s)" holders of Scheme Shares
"Scheme Shares" all Walker Crips Shares:
1. in issue at the date of the Scheme Document;
2. (if any) issued after the date of the Scheme Document and prior to the
Voting Record Time; and
3. (if any) issued at or after the Voting Record Time and prior to the
Scheme Record Time in respect of which the original or any subsequent holder
thereof is bound by the Scheme, or shall by such time have agreed in writing
to be bound by the Scheme,
but excluding any Excluded Shares
"Share Incentive Plan" the 'Walker Crips Group plc Share Incentive Plan' pursuant to which Walker
Crips Shares are held by the Trust on behalf of participating employees of the
Wider Walker Crips Group
"Significant Interest" a direct or indirect interest in 20 per cent. or more of the total voting
rights conferred by the equity share capital (as defined in section 548 of the
Companies Act 2006)
"Singer Capital Markets" Singer Capital Markets Advisory LLP
"Subsidiary" and "Subsidiary Undertaking" each have the meaning given in the Companies Act 2006
"Takeover Code" the City Code on Takeovers and Mergers
"Trust" Ebor Trustees Ltd, a member of the Wider Walker Crips Group incorporated in
England and Wales with company number 03514268 whose Apollo House, Eboracum
Way, York, England, YO31 7RE
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"UK Listing Rules" the rules and regulations made by the FCA under FSMA and contained in the
publication of the of the same name, as amended from time to time
"US" or "United States" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia
"Voting Record Time" the date and time specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting will be determined, expected to be
6.30 p.m. on the day two days prior to the Court Meeting or any adjournment
thereof (as the case may be)
"Voting Scheme Shares" the Scheme Shares other than the Scheme Shares held by members of the
PhillipCapital Concert Party
"Walker Crips" Walker Crips Group PLC a public limited company registered in England and
Wales with company number 01432059
"Walker Crips 2025 Results" Walker Crips' annual report and financial statements for the financial year
ended 31 March 2025
"Walker Crips Articles" the articles of association of Walker Crips from time to time
"Walker Crips Board" or "Walker Crips Directors" the board of directors of Walker Crips at the time of this announcement or,
where the context so requires, the directors of Walker Crips from time to time
"Walker Crips Group" Walker Crips and its Subsidiaries and Subsidiary Undertakings
"Walker Crips Regulated Entity" Walker Crips Investment Management Limited, Walker Crips Financial Planning
Limited, Barker Poland Asset Management LLP and the Trust
"Walker Crips Shareholder(s)" the registered holders of Walker Crips Shares from time to time
"Walker Crips Shares" the ordinary shares of 6 2/3 pence each in the capital of Walker Crips
"Wider Walker Crips Group" Walker Crips and its Subsidiary Undertakings, Associated Undertakings and any
other undertaking in which Walker Crips and/or such undertakings (aggregating
their interests) have a Significant Interest
"Wider PhillipCapital Group" PhillipCapital and its Subsidiary Undertakings, Associated Undertakings and
any other undertaking in which PhillipCapital and/or such undertakings
(aggregating their interests) have a Significant Interest
"Working Capital Facility" the working capital facility provided by Phillip Brokerage to Walker Crips for
a sum of up to £5.0 million pursuant to a facility agreement dated 31 July
2025
All references to statutory provision or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as extended, modified, replaced or re-enacted from time to time and all
statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.
All references to time in this announcement are to London time unless
otherwise stated.
All references to "GBP", "pence", "penny", "sterling" or "£" are to the
lawful currency of the United Kingdom.
References to the singular include the plural and vice versa.
1 (#_ftnref1) As at the date of this announcement, no discussions have been
held between the Independent Walker Crips Directors and the PhillipCapital
Concert Party regarding their support or participation in a rights issue.
2 (#_ftnref2) As at the date of this announcement, no discussions have been
held between the Independent Walker Crips Directors and the PhillipCapital
Concert Party regarding their support or participation in a rights issue.
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