Possible Offer for Frenkel Topping Group plc

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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL ULTIMATELY BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

2 June 2025

Harwood Private Equity LLP

("Harwood" or the "Company")

Statement re: Possible Offer for Frenkel Topping Group plc

The independent directors of Frenkel Topping Group plc ("Frenkel Topping") and partners of Harwood announce that they are in advanced discussions with respect to a possible cash offer to be made by Harwood, via a newly incorporated, private special purpose vehicle ("Bidco"), for the entire issued and to be issued ordinary share capital of Frenkel Topping ("Ordinary Shares") (the "Possible Offer").

It is intended that the Possible Offer would be effected by way of a Scheme of Arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), however Harwood reserves the right to implement the Possible Offer by way of a contractual offer.

Under the terms of the Possible Offer, Frenkel Topping shareholders would be entitled to receive:

OR

In addition, Frenkel Topping shareholders would remain entitled to receive the proposed final dividend in respect of Frenkel Topping's financial year ended 31 December 2024 of 1.375 pence per Ordinary Share, as set out in its recent Annual Report 2024 (the "2024 Final Dividend"). Subject to shareholder approval at Frenkel Topping's annual general meeting, the 2024 Final Dividend is currently expected to be paid on 17 October 2025 to shareholders on the register at close of business on 3 October 2025. 

Accordingly, the Possible Offer price of 50.0 pence per share, together with the 2024 Final Dividend, represents a premium of approximately:

· 19.5 per cent. to Frenkel Topping's mid-market closing price of 43.0 pence per Ordinary Share on 30 May 2025 (being the last business day prior to this announcement and commencement of the offer period);

· 38.4 per cent. to Frenkel Topping's volume-weighted average share price of 37.1 pence for the three months up to and including 30 May 2025; and

· 39.3 per cent. to Frenkel Topping's volume-weighted average share price of 36.9 pence for the six months up to and including 30 May 2025.

Client funds managed and/or advised by Harwood or by other entities under the same group ownership structure as Harwood currently hold, in aggregate, 38,350,000 Ordinary Shares representing approximately 29.96 per cent. of Frenkel Topping's existing issued ordinary share capital.

Proceeding with the Possible Offer is conditional on Harwood completing its requisite due diligence exercise, although Harwood reserves the right to waive such pre-condition. 

This is an announcement falling under Rule 2.4 of the Code and does not constitute an announcement of a firm intention to make an offer for Frenkel Topping under Rule 2.7 of the Code. There can be no certainty that any offer will be made.

Pursuant to Rule 2.5 of the Code, Harwood reserves the right to vary the form and/or mix of the offer consideration and vary the transaction structure. Harwood also reserves the right to make an offer for Frenkel Topping on less favourable terms than those described in this announcement: (i) with the agreement or recommendation of the independent directors of Frenkel Topping; (ii) if a third party announces a firm intention to make an offer for Frenkel Topping which, at that date, is of a value less than the value of the Possible Offer, including the 2024 Final Dividend; or (iii) in the event of an announcement by Frenkel Topping of a Rule 9 waiver transaction, pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code). In addition, if, save for the 2024 Final Dividend, Frenkel Topping announces, declares or pays any further dividend or any other distribution or return of value to its shareholders after the date of this announcement, Harwood reserves the right to make an equivalent reduction to the Possible Offer price.

Harwood currently intends that, should the Possible Offer be completed and the admission to trading on AIM of Frenkel Topping's securities be cancelled, Bidco securities issued pursuant to the Alternative Offer would be admitted to trading on a matched bargain facility.

In accordance with Rule 2.6(a) of the Code, Harwood acknowledges that it must, by not later than 5.00 p.m. on 30 June 2025, being the 28th day following the date of this announcement, either announce a firm intention to make an offer for Frenkel Topping in accordance with Rule 2.7 of the Code, or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel on Takeovers and Mergers (the "Takeover Panel") in accordance with Rule 2.6(c) of the Code.

As a consequence of this announcement, an 'Offer Period' has now commenced in respect of Frenkel Topping, in accordance with the rules of the Code. The attention of Frenkel Topping's shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.

A further announcement(s) will be made in due course as and when appropriate.

Enquiries:

Important notices

For the purposes of UK MAR, the person responsible for arranging the release of this announcement on behalf of Harwood is James Agnew, Partner.

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Harwood and no one else in connection with the Possible Offer, and will not be responsible to anyone other than Harwood for providing the protections afforded to its clients or for providing advice in connection with the Possible Offer or any other matter referred to herein.

Cavendish Capital Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser, nominated adviser and broker to Frenkel Topping and no one else in connection with the Possible Offer, and will not be responsible to anyone other than Frenkel Topping for providing the protections afforded to its clients or for providing advice in connection with the Possible Offer or any other matter referred to herein.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by way of certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted or approved. The release, distribution or publication of this announcement in 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 requirements.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of Frenkel Topping 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) Frenkel Topping and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of Frenkel Topping 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 Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of Frenkel Topping or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Frenkel Topping 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) Frenkel Topping and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) 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.

Opening Position Disclosures must also be made by Frenkel Topping and by any offeror and Dealing Disclosures must also be made by Frenkel Topping, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of Frenkel Topping 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 Takeover 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 Takeover 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 websites

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions), on Harwood's and Frenkel Topping's websites at www.harwoodpe.co.uk and www.frenkeltoppinggroup.co.uk/investor-shareholder-information by no later than 12.00 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

Rule 2.9 information

In accordance with Rule 2.9 of the Code, Frenkel Topping confirms that, as at the close of business on 30 May 2025, its issued share capital consisted of 128,013,064 ordinary shares of 0.5 pence each, with ISIN GB00B01YXQ71, which carry voting rights of one vote per share. Frenkel Topping does not hold any ordinary shares in treasury.