Walker Crips Regulatory News (WCW)

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:

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