REG - Walker Crips Group - Scheme Becomes Effective

Walker CripsAnnouncement

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RNS Number : 1276V  Walker Crips Group plc  03 March 2026

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

FOR IMMEDIATE RELEASE

3 March 2026

RECOMMENDED CASH ACQUISITION

of

Walker Crips Group PLC

("Walker Crips")

by

PhillipCapital UK LTD

("PhillipCapital")

(a 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

SCHEME BECOMES EFFECTIVE

The Independent Directors of Walker Crips and PhillipCapital are pleased to
announce that, following the delivery of a copy of the Court Order to the
Registrar of Companies today for registration, the scheme of arrangement
between Walker Crips and the Scheme Shareholders under Part 26 of the
Companies Act (the "Scheme") to implement the recommended cash acquisition of
the entire issued and to be issued share capital of Walker Crips (the
"Acquisition") has now become Effective in accordance with its terms and
Walker Crips is now a wholly owned subsidiary of PhillipCapital.

Full details of the Acquisition are set out in the circular related to the
Scheme published by Walker Crips on 15 December 2025 (the "Scheme Document").
Capitalised terms in this announcement shall, unless otherwise defined, have
the meanings set out in Part 8 (Definitions) of the Scheme Document.

Suspension and cancellation of trading

As previously advised, trading in Walker Crips Shares on the London Stock
Exchange and Official List of the FCA was suspended with effect from 7.30
a.m. this morning, 3 March 2026. An application has been made to the London
Stock Exchange and FCA in relation to the cancellation of the admission to
trading of Walker Crips Shares on the London Stock Exchange and the Official
List respectively, which is expected to take place from 7.00 a.m. on 4
March 2026. As a result of the Scheme having become Effective, share
certificates in respect of Walker Crips Shares will cease to be valid
documents of title and entitlements to Walker Crips Shares held in
uncertificated form in CREST are being cancelled.

Settlement of consideration

As set out in the Scheme Document, a Scheme Shareholder on the register of
members of Walker Crips at the Scheme Record Time, being 6.00 p.m. on 2
March 2026, is entitled to receive 14 pence in cash for each Scheme Share
held. Settlement of the consideration to which any Scheme Shareholder is
entitled will be effected as provided for in the Scheme Document by no later
than 17 March 2026.

Board changes

As the Scheme has now become Effective, Walker Crips duly announces that, as
of today's date, Mark Nelligan has resigned as a director and from the Walker
Crips Board.

All reference to times in this announcement are to London time.

Dealing disclosures

Walker Crips is no longer in an "offer period" as defined in the Takeover Code
and accordingly the dealing disclosure requirements previously notified to
investors no longer apply.

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

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

 

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.

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.

 

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