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Statement re Possible Offer

28 Jan 2020 09:04

RNS Number : 1323B
Frenkel Topping Group PLC
28 January 2020
 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT 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 OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER MIGHT BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

Frenkel Topping Group PLC

("Frenkel Topping" or the "Company")

Statement re. Possible Offer

Frenkel Topping (AIM: FEN), a specialist independent financial advisor and asset manager focused on asset protection for vulnerable clients, notes the recent share price movement and confirms that it has received a preliminary approach from Harwood Capital LLP ("Harwood") which could lead to an offer being made by Harwood for the entire issued and to be issued share capital of Frenkel Topping ("Possible Offer"). At this stage, there can be no certainty that any offer will be made nor as to the terms of any such offer.

Further announcements will be made as and when appropriate.

In accordance with Rule 2.6(a) of the Code, Harwood must, by no later than 5.00 p.m. (London time) on 25 February 2020, either announce a firm intention to make an offer for Frenkel Topping in accordance with Rule 2.7 of the Code, or announce that they do not intend to make an offer, in which case the announcement would be treated as a statement to which Rule 2.8 of the Code applies. The deadline can be extended by the board of Frenkel Topping with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

 

The relevant deadline will cease to apply in the circumstances set out in Rule 2.6(b) of the Code (a firm intention to make an offer for Frenkel Topping in accordance with Rule 2.7 being announced by another offeror prior to the deadline). In such circumstances, Harwood will be required to clarify their intentions in accordance with Rule 2.6(d) of the Takeover Code.

 

The attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.

 

 

Enquiries

For further information:

Frenkel Topping Group plc

Paul Richardson, Non-executive Chairman

Richard Fraser, Chief Executive Officer

Stephen Bentley, Chief Finance Officer

Mark Holt, Group Commercial Director

www.frenkeltopping.co.uk

Tel: 0161 886 8000

 

finnCap Ltd

Carl Holmes/James Thompson (Corporate Finance)

Tim Redfern / Richard Chambers (ECM)

 

Tel: 020 7220 0500

TB Cardew

Tom Allison

Shan Shan Willenbrock

Olivia Rosser

frenkeltopping@tbcardew.com

Tel: 020 7930 0777

M: 07789 998 020

M: 07775 848 537

 

About Frenkel Topping wwww.frenkeltopping.co.uk

Frenkel Topping provides specialist independent financial advice and wealth management focused on asset protection for clients. The Company has a market leading position providing advice and fund management services for personal injury and clinical negligence awards as well as providing services to a wider customer base. It has a national presence with offices in Manchester, Birmingham, Cardiff, London and Leeds.

finnCap Ltd which is regulated in the United Kingdom by The Financial Conduct Authority is acting for the Company in relation to the matters described in this announcement and is not advising any other person, and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of finnCap or for providing advice in relation to the matters described in this announcement.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any 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. Any offer (if made) will be made solely by certain offer documentation which will contain the full terms and conditions of any offer (if made), including details of how such offer may be accepted. This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, distribution or publication of this announcement in jurisdictions outside of the United Kingdom may be restricted by laws of the relevant jurisdictions, and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Nothing in this announcement is or should be relied on as a promise or representation to the future. This announcement includes certain statements, estimates and projections provided by the Company in relation to the Company's anticipated future performance. Such statements, estimates and projections are based on various assumptions made by the Company concerning anticipated results which may or may not prove to be correct. No representations or warranties are made by any person as to the accuracy of such statements, estimates or projections.

Rule 2.9

In accordance with Rule 2.9 of the Code, Frenkel Topping confirms that it has in issue 75,551,641 ordinary shares of £0.005 each in the capital of the Company ("Ordinary Shares") and admitted to trading on the AIM Market of the London Stock Exchange. This figure excludes 3,105,708 Ordinary Shares held in treasury. The International Securities Identification Number for Frenkel Topping Ordinary Shares is GB00B01YXQ71.

 

Rule 26.1

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the Company's website at www.FrenkelTopping.co.uk The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

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 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) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 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 Code, any person who is, or becomes, interested in 1% 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(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 pm (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 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).

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 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 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
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