REG - Walker Crips Group - Working Capital Loan Extension & Trading Update

Walker CripsAnnouncement

24/11/2025 07:00

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RNS Number : 6524I  Walker Crips Group plc  24 November 2025

24 November 2025

 

Walker Crips Group plc

 

("Walker Crips", "Group" or the "Company")

 

Working Capital Loan Drawdown Facility Extension

 

Trading Update

 

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 PhilipCapital 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.

 

Additional information

 

PhillipCapital and its connected parties hold 12,359,803 shares in the
Company, equivalent to 29.03% per cent. of the Company's issued share capital.
As a result of its shareholding in the Company, PhillipCapital is defined as a
related party under the UK Listing Rules ("UKLRs") and the Extension
constitutes a related party transaction under paragraph 8.2.1R of the UKLRs.

 

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

 

 

For further information, please contact:

 

 Walker Crips Group plc                  Tel:   +44 (0)20 3100 8000

 Craig Harrison, Media Relations
 Singer Capital Markets                  Tel:   +44 (0)20 7496 3000

 Charles Leigh-Pemberton / Asha Chotai

 

Further information on Walker Crips Group is available on the Company's
website: www.walkercrips.co.uk (http://www.walkercrips.co.uk/)

 

 

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